EXAM Examworks Grp., Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON TUESDAY, JULY 26, 2016

Notice is hereby given that a special meeting of stockholders of ExamWorks Group, Inc., a Delaware corporation, which we refer to as ExamWorks, will be held on Tuesday, July 26, 2016 at the ExamWorks offices located at 1820 Ringling Boulevard, Sarasota, Florida 34236, at 9:00 a.m. Eastern Time, for the following purposes:

1.

To consider and vote on the proposal to approve and adopt the Agreement and Plan of Merger, dated April 26, 2016, by and among Gold Parent, L.P. a Delaware limited partnership, which we refer to as Parent, and Gold Merger Co, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent, which we refer to as Merger Sub, and ExamWorks, as it may be amended from time to time, which we refer to as the merger agreement;



2.

To consider and vote on the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and



3.

To consider and vote on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger contemplated by the merger agreement.

The affirmative vote of the holders of a majority of the voting power of all shares of our common stock entitled to vote at the special meeting is required to approve the proposal to approve and adopt the merger agreement. The affirmative vote of a majority of our shares of common stock represented at the special meeting, either in person or by proxy, and entitled to vote at the special meeting, whether or not a quorum is present, is required to approve the proposal to approve one or more adjournments of the special meeting and affirmative vote of a majority of our shares of common stock represented at the special meeting, either in person or by proxy, and entitled to vote at the special meeting, is required to approve the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement, but will not have any effect on the adjournment proposal, or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares on any of the proposals before the meeting will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement, but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may be paid to ExamWorks' named executive officers that is based on or otherwise relates to the merger. If you provide your broker with voting instructions on one but not all of the proposals, your shares will be broker non-votes as to the proposals upon which you do not provide instructions and will have the same effect as votes

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" AGAINST " any such proposal or proposals. Abstentions will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement, the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

The presence at the meeting, in person or by proxy, of the holders of a majority of the voting power of the shares of common stock entitled to vote at the special meeting will constitute a quorum for the transaction of business at the meeting. Abstentions and "broker non-votes," if any, will be counted as present for purposes of determining the existence of a quorum.

Only stockholders of record as of the close of business on May 31, 2016 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournment or postponement thereof.

Stockholders who do not vote in favor of the proposal to approve and adopt the merger agreement will have the right to assert appraisal rights if they deliver a demand for appraisal rights before the vote is taken on the merger agreement and comply with all the requirements of Delaware law, which are summarized herein and reproduced in their entirety in Appendix B to the accompanying proxy statement.

After consideration of, and based upon, the recommendation of a special committee of the board of directors consisting entirely of independent and disinterested directors, our board of directors unanimously recommends that you vote (i) "FOR" the proposal to approve and adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger; (ii) "FOR" the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) "FOR" the proposal to approve by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

		By Order of the Board of Directors,
		Richard E. Perlman Executive Chairman

Atlanta, Georgia

June 23, 2016

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YOUR VOTE IS IMPORTANT

If your shares are registered directly in your name:     If you are a stockholder of record, you may grant a proxy to vote your shares through the Internet, by telephone or by mail. Please simply follow the instructions on the enclosed form of proxy. Please help us save time and postage costs by granting a proxy to vote through the Internet or by telephone. Each method is generally available 24 hours a day and will ensure that your proxy to vote is confirmed and posted immediately.

If your shares are held in the name of a broker, bank or other nominee:     You will receive voting instructions from the organization holding your account and you must follow those instructions to vote your shares. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to approve and adopt the merger agreement, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or vote by ballot in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid proxy issued in your name in order to vote in person at the special meeting. A stockholder providing a proxy may revoke it at any time before it is exercised by providing written notice of revocation to our Secretary or by providing a proxy of a later date.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its appendices carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
Call toll-free: (800) 322-2885

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APPENDICES

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SUMMARY

This summary highlights selected information from this proxy statement related to the merger of Gold Merger Co, Inc. with and into ExamWorks Group, Inc., with ExamWorks Group, Inc. surviving as an indirect, wholly owned subsidiary of Gold Parent, L.P., which transaction we refer to as the merger, and may not contain all of the information that is important to you. To understand the merger more fully and for a more complete description of the legal terms of the merger, you should read carefully this entire proxy statement, the appendices to this proxy statement, including the merger agreement, and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under "Where You Can Find More Information" beginning on page 125. The merger agreement is attached as Appendix A to this proxy statement.

Except as otherwise specifically noted in this proxy statement or as context otherwise requires, "ExamWorks," "Company," "we," "our," "us" and similar words in this proxy statement refer to ExamWorks Group, Inc. including, in certain cases, our subsidiaries. Throughout this proxy statement we refer to Gold Parent, L.P. as Parent and Gold Merger Co, Inc. as Merger Sub. In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated April 26, 2016, as it may be amended from time to time, by and among Parent, Merger Sub and ExamWorks, as the merger agreement.

Parties Involved in the Merger (page 35)

     ExamWorks Group, Inc.
        3280 Peachtree Road NE, Suite 2625
        Atlanta, GA 30305
        (404) 952-2400

ExamWorks Group, Inc. is a leading provider of independent medical examinations, peer reviews, bill reviews, Medicare compliance services, case management services, record retrieval services, document management services and other related services, which we refer to as IME services. We provide the majority of these IME services through our medical panel of credentialed physicians and other medical providers. Our clients include property and casualty insurance carriers, law firms, third-party claim administrators and government agencies that use independent services to confirm the veracity of claims by sick or injured individuals and to facilitate the delivery and quality of cost—effective care for workers' compensation, automotive, personal injury liability and disability insurance coverage. We help our clients manage costs and enhance their risk management and compliance processes by verifying the validity, nature, cause and extent of claims, identifying fraud and providing fast, efficient and quality IME services.

For more information about ExamWorks, please visit our website at www.examworks.com . Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the U.S. Securities and Exchange Commission, or the SEC. See also "Where You Can Find More Information" beginning on page 125.

Our common stock is currently listed on the "New York Stock Exchange," which we refer to as the NYSE, under the symbol "EXAM."

    Gold Parent, L.P.
        c/o Leonard Green & Partners, L.P.
        11111 Santa Monica Boulevard, Suite 2000
        Los Angeles, California 90025
        (310) 954-0444

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Gold Parent, L.P. is a limited partnership that was formed by affiliates of Leonard Green & Partners, L.P., which we refer to as Leonard Green or LGP, solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and the related financing transactions. Leonard Green is a private equity firm based in Los Angeles, California. Upon completion of the merger, ExamWorks will be an indirect, wholly owned subsidiary of Parent.

    Gold Merger Co, Inc.
        c/o Leonard Green & Partners, L.P.
        11111 Santa Monica Boulevard, Suite 2000
        Los Angeles, California 90025
        (310) 954-0444

Gold Merger Co, Inc. is a Delaware corporation that was formed by Parent solely for the purpose of entering into the merger agreement and completing the transactions contemplated by the merger agreement and the related financing transactions. Upon the completion of the merger, Merger Sub will cease to exist and ExamWorks will continue as the surviving company of the merger and an indirect, wholly owned subsidiary of Parent.

The Special Meeting (page 110)

Date, Time and Place

A special meeting of our stockholders will be held on Tuesday, July 26, 2016, at the ExamWorks offices located at 1820 Ringling Boulevard, Sarasota, Florida 34236, at 9:00 a.m. Eastern Time.

Record Date; Shares Entitled to Vote

You are entitled to vote at the special meeting if you owned shares of our common stock at the close of business on May 31, 2016, the record date for the special meeting. You will have one vote at the special meeting for each share of our common stock you owned at the close of business on the record date.

Purpose

At the special meeting, we will ask our stockholders of record as of the record date to vote on proposals (i) to approve and adopt the merger agreement; (ii) to approve one or more adjournments of the special meeting to a later date or dates to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Quorum

As of the record date, there were 41,751,847 shares of our common stock outstanding and entitled to be voted at the special meeting. A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the voting power of all shares of our common stock entitled to vote at the special meeting, either present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, 20,875,924 shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum.

Required Vote

Approval and adoption of the merger agreement requires the affirmative vote of at least a majority of the voting power of all shares of our common stock entitled to vote at the special meeting. Approval of the proposal to approve one or more adjournments of the special meeting, whether or not a quorum is

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present, requires the affirmative vote of a majority of the voting power of all shares of our common stock represented at the special meeting, either in person or by proxy, and entitled to vote at the special meeting. Approval of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of all shares of our common stock represented at the special meeting, in person or by proxy, and entitled to vote at the special meeting.

Stock Ownership of Our Directors and Executive Officers

As of May 31, 2016, the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,997,095 shares of our common stock (excluding any shares of our common stock that would be delivered upon exercise or conversion of stock options or other equity-based awards), representing approximately 4.78% of the outstanding shares of our common stock. In connection with the merger agreement, Richard E. Perlman, our Executive Chairman, James K. Price, our Chief Executive Officer, Wesley J. Campbell, our President, J. Miguel Fernandez de Castro, our Chief Financial Officer, and William A. Shutzer, a member of the Board of Directors entered into voting agreements with Parent, pursuant to which they agreed to, among other things, vote their shares of ExamWorks common stock in favor of (i) the adoption of the merger agreement and approval of the merger; (ii) any proposal or action contemplated by the merger agreement in respect of which approval of ExamWorks' stockholders is requested; and (iii) any proposal or action that could reasonably be expected to facilitate the merger and the other transactions contemplated by the merger agreement and against (x) any proposal or action that would constitute, or could reasonably be expected to result in, a breach of any covenant, representation or warranty or any other obligation or agreement of ExamWorks under the merger agreement or of such stockholder under the voting agreement or otherwise reasonably would be expected to impede, interfere with, delay, postpone, discourage or adversely affect the merger or any of the other transactions contemplated by the merger agreement, (y) any alternative proposal or any proposal relating to an alternative proposal and (z) any stock purchase agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by ExamWorks (other than the merger agreement). Such voting agreement will terminate upon the earlier of (a) the effective time of the merger; (b) the date on which the merger agreement is terminated in accordance with its terms; and (c) the date on which the parties thereto terminate the voting agreement by mutual agreement. The form of the voting agreement is attached as Appendix E to this proxy statement.

Additionally, our other directors and executive officers have informed us that they currently intend to vote all of their shares of ExamWorks common stock (i) " FOR " the proposal to approve and adopt the merger agreement; (ii) " FOR " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) " FOR " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Voting of Proxies

Any ExamWorks stockholder of record entitled to vote at the special meeting may submit a proxy by returning a signed proxy card by mail or granting a proxy electronically over the Internet or by telephone, or may vote in person by attending at the special meeting. If you are a beneficial owner and hold your shares of ExamWorks common stock in "street name" through a broker, bank or other nominee, you should instruct your broker, bank or other nominee on how you wish to vote your shares of ExamWorks common stock using the instructions provided by your broker, bank or other nominee. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote

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your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions, resulting in what we refer to as a broker non-vote. Therefore, it is important that you cast your vote or instruct your broker, bank or nominee on how you wish to vote your shares.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy, by signing another proxy card with a later date and returning it to us prior to the special meeting, or by providing written notice of revocation to our Secretary before your proxy is exercised. If you hold your shares of common stock in "street name," you should contact your broker, bank or other nominee for instructions regarding how to change your vote.

The failure of any stockholder of record to either submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement, but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares on any of the proposals will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement, but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may be paid to ExamWorks' named executive officers that is based on or otherwise relates to the merger. If you provide your broker with instructions on how to vote on one or more but less than all proposals then your shares will result in a broker non-vote with respect to any proposal where no instructions are provided and will have the same effect as a vote " AGAINST " any such proposal or proposals. Abstentions will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement, the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

Certain Effects of the Merger on ExamWorks (page 36)

Upon the terms and subject to the conditions of the merger agreement, Merger Sub will merge with and into ExamWorks, with ExamWorks continuing as the surviving company and an indirect, wholly owned subsidiary of Parent. Throughout this proxy statement, we use the term surviving company to refer to ExamWorks as the surviving company following the merger. If the merger is consummated, you will not own any shares of the capital stock of the surviving company.

The time at which the merger will become effective, which we refer to as the effective time of the merger, will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificate of merger).

Effect on ExamWorks if the Merger is Not Completed (page 36)

If the merger agreement is not adopted by ExamWorks stockholders or if the merger is not completed for any other reason, ExamWorks stockholders will not receive any payment for their shares of common stock. Instead, ExamWorks will remain a public company, our common stock will continue to

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be listed and traded on the NYSE and registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and we will continue to file periodic reports with the SEC. Under specified circumstances, ExamWorks may be required to reimburse certain of Parent's expenses incurred in respect of the transactions contemplated by the merger agreement or pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the merger agreement, as described under "The Merger Agreement—Termination Fees" beginning on page 113.

Merger Consideration (page 37)

In the merger, each outstanding share of our common stock (other than (i) shares held by ExamWorks, Parent or Merger Sub or any direct or indirect subsidiary of ExamWorks or Parent; (ii) shares being contributed to Parent by the rollover investors (as defined below) and any other persons pursuant to the rollover agreement (described below); and (iii) shares held by stockholders who have not voted in favor of the merger, properly demanded appraisal rights of such shares and not withdrawn such demand or not otherwise lost appraisal rights under Delaware law with respect to such shares, which we refer to collectively as the excluded shares) will be converted automatically into the right to receive $35.05 in cash, without interest and less any applicable withholding taxes, which amount we refer to as the per-share merger consideration. All shares converted into the right to receive the per-share merger consideration will automatically be cancelled at the effective time of the merger, and each certificate formerly representing such shares of ExamWorks common stock will thereafter represent only the right to receive the per-share merger consideration. As described further in "The Merger Agreement—Exchange and Payment Procedures" beginning on page 96, at or immediately prior to the effective time of the merger, Parent will deposit or cause to be deposited cash sufficient to pay the aggregate per-share merger consideration with a designated paying agent. Following completion of the merger, after a stockholder has provided the paying agent with his or her stock certificates (or, with respect to shares held in book-entry form, an "agent's message" with respect to such shares) and the other items specified by the paying agent, the paying agent will promptly pay the stockholder the per-share merger consideration.

After the merger is completed, under the terms of the merger agreement, you will have the right to receive the per-share merger consideration, but you will no longer have any rights as an ExamWorks stockholder as a result of the merger (except that stockholders who properly demanded appraisal rights, and have not withdrawn such demand or otherwise lost appraisal rights under Delaware law, will not have the right to receive the per-share merger consideration but will have the right to receive instead a payment for the "fair value" of their shares as determined pursuant to an appraisal proceeding as contemplated by Delaware law, as described below under "The Merger—Appraisal Rights" beginning on page 82).

Treatment of Equity and Equity-Based Awards (page 73)

The merger agreement provides for the following treatment of equity and equity-based awards relating to ExamWorks common stock:

Vested Stock Options

Effective as of the effective time of the merger, each then-outstanding vested (after giving effect to any acceleration of vesting required in connection with the merger pursuant to an outstanding company stock option agreement on the date of the merger agreement) option to purchase shares of ExamWorks common stock, which we refer to as an option, will be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of ExamWorks common stock subject to the option and (ii) the amount, if any, by which the per-share merger consideration exceeds the exercise price per share of ExamWorks common stock underlying the stock option (less any

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applicable withholding taxes). As soon as practicable following the closing of the transaction, and within three (3) business days following the receipt of a duly executed award release agreement, the surviving company shall make the option payments, if any, due to each holder of an option by a special payroll payment through the payroll system of the surviving company (or an affiliate thereof).

Vested Restricted Shares and Restricted Stock Units

Effective as of the effective time of the merger, each then-outstanding vested (after giving effect to any acceleration of vesting required in connection with the merger pursuant to an outstanding restricted stock agreement or RSU award agreement on the date of the merger agreement) share of restricted ExamWorks common stock, which we refer to as restricted stock, and each restricted stock unit corresponding to ExamWorks common stock, which we refer to as an RSU, including shares of restricted stock and RSUs subject to time-based or performance-based vesting, will become fully vested and will be considered to be an outstanding share of ExamWorks common stock for purposes of the merger agreement that will entitle the holder to receive an amount in cash equal to the per-share merger consideration (less any applicable withholding taxes) in accordance with the same terms and conditions as applied to holders of ExamWorks common stock generally.

Unvested Options, Restricted Shares and RSUs

At the effective time of the merger, each unvested option, share of restricted stock and RSU award, which we refer to collectively as company stock awards (after giving effect to any acceleration of vesting required in connection with the merger pursuant to an outstanding company stock award agreement) outstanding immediately prior to the effective time of the merger, shall be canceled and each holder thereof who has executed an award release agreement shall be entitled to receive: (1) with respect to each cancelled option held by the holder, an amount in cash equal to the product of (A) the excess, if any, of (y) the merger consideration over (z) the per share exercise price of such option multiplied by (B) the number of shares of common stock subject to such option (less any required withholding under applicable tax law); and (2) with respect to each cancelled share of restricted stock and/or RSU held by the holder, an amount in cash equal to the product of (A) the merger consideration multiplied by (B) the number of shares of common stock subject to the restricted stock and/or RSU award (less any withholding required under applicable tax law); provided , however , such payments shall be held in an escrow account as set forth below.

At the effective time of the merger, Parent shall deposit with the escrow agent, for the benefit of the holders of unvested company stock awards, for payment through the escrow agent, cash sufficient to pay the payments for unvested company stock awards. The escrow agent will hold the escrow funds in escrow pursuant to and in accordance with the merger agreement and an escrow agreement to be negotiated by the parties. All escrow funds shall be released to the applicable company stock award holders in accordance with the original vesting schedule and other terms of the company stock awards which are unvested as of the effective time. Any release of escrow funds to the holders of company stock awards shall be made by distribution to the surviving company to be distributed to the applicable company stock award holders via the surviving company's payroll system in the first payroll period after such amount has become due and payable. On the date that is thirty (30) days after the last remaining company stock award has vested, Parent shall direct the escrow agent to release any amounts then remaining in the escrow account (including any interest, income and profits thereon) to the surviving company. The fees and expenses of the escrow agent shall be paid by Parent.

If the holder remains employed with the surviving company until the date(s) that the unvested portion(s) of the company stock awards would have vested had they not been cancelled at the effective time of the merger, then on such date(s) the surviving company (or an affiliate thereof) shall pay from the escrow account through its payroll system the portion of the payments for such company stock awards that would have been paid to such holder if such unvested portion had been vested immediately

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before the effective time of the merger. If the holder's employment with the surviving company is terminated by the surviving company without cause before all payments for such unvested company stock awards have been paid to the holder, the surviving company will pay to the holder within thirty (30) days following such termination of employment a lump sum payment equal to all such unpaid payments.

Recommendation of Our Board of Directors and Reasons for the Merger (page 48)

Our board of directors, which we refer to as the Board, acting upon the recommendation of a special committee of the Board consisting entirely of independent and disinterested directors, which we refer to as the Special Committee, and after considering various factors described in the section entitled "The Merger—Recommendation of Our Board of Directors and Reasons for the Merger," unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable to and in the best interests of ExamWorks and its stockholders and approved the execution, delivery and performance by ExamWorks of the merger agreement and the consummation of the transactions contemplated therein, including the merger.

The Board unanimously recommends that you vote (i) " FOR " the proposal to approve and adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger; (ii) " FOR " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) " FOR " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Opinions of Financial Advisors (page 53)

Evercore Group L.L.C.

At the meeting of the Special Committee on April 26, 2016, Evercore Group L.L.C., which we refer to as Evercore, rendered its oral opinion, subsequently confirmed in writing, that as of April 26, 2016 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore's opinion, the merger consideration was fair, from a financial point of view, to the holders of our common stock entitled to receive the merger consideration.

The full text of the written opinion of Evercore, dated as of April 26, 2016, is attached as Appendix C to this proxy statement. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Evercore in rendering its opinion. We encourage you to read the opinion carefully and in its entirety. Evercore's opinion is directed to the Special Committee and addresses only the fairness from a financial point of view of the consideration to be received by the holders of our common stock entitled to receive such consideration. It does not constitute a recommendation to any holder of our common stock as to how to vote at any stockholders' meeting held in connection with the merger or whether to take any other action with respect to the merger.

For a further discussion of Evercore's opinion, see "Opinion of Evercore Group L.L.C." beginning on page 53 and Appendix C.

Goldman, Sachs & Co.

At a meeting of the board of directors of ExamWorks held on April 26, 2016, Goldman, Sachs & Co., which we refer to as Goldman Sachs, rendered to the board of directors its oral opinion, subsequently confirmed in writing, to the effect that, as of the date of its written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs' written opinion, the merger consideration of $35.05 in cash per share to be paid to the holders (other than Parent, the rollover investors and their respective affiliates) of the shares of ExamWorks common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

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The full text of the written opinion of Goldman Sachs, dated April 26, 2016, which sets forth assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement as Appendix D. The summary of the Goldman Sachs opinion contained in this proxy statement is qualified in its entirety by reference to the full text of Goldman Sachs' written opinion. Goldman Sachs' advisory services and opinion were provided for the information and assistance of the board of directors of ExamWorks in connection with its consideration of the proposed transaction and the opinion does not constitute a recommendation as to how any holder of ExamWorks common stock should vote with respect to the proposed transaction or any other matter.

For further information, see the section of this proxy statement entitled "Opinion of Goldman, Sachs & Co." beginning on page 59 and Appendix D.

Interests of the Directors and Executive Officers of ExamWorks in the Merger (page 71)

When considering the recommendation of the Board that you vote " FOR " the proposal to approve and adopt the merger agreement, you should be aware that certain of our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. The Special Committee was aware of these interests and considered them, among other matters, in evaluating and overseeing the negotiation of the merger agreement, and in recommending that the Board approve the merger agreement and the merger. The Board was also aware of these interests in approving the merger agreement and the merger and in recommending that the merger agreement be approved and adopted by the stockholders of ExamWorks. These interests include the following:

•

Agreements, which terminate upon the termination of the merger agreement, between Parent and each of Richard E. Perlman, Executive Chairman of ExamWorks, James K. Price, Chief Executive Officer of ExamWorks, Wesley J. Campbell, President of ExamWorks, J. Miguel Fernandez de Castro, Chief Financial Officer of ExamWorks and William A. Shutzer, a director of ExamWorks (each a rollover investor and, collectively, the rollover investors), pursuant to which (i) each will continue to serve in their respective current positions of the surviving company following the closing of the merger; (ii) each will, with the exception of William A. Shutzer, be entitled to participate in an equity incentive plan to be adopted by Parent following the closing of the merger, consisting of investment in Class A Units and grants of Class B Units of Parent; (iii) they will collectively contribute to Parent up to $45 million of ExamWorks common stock in exchange for units of Parent; (iv) each will vote in favor of the proposal to approve and adopt the merger agreement and any related proposals at the special meeting; and (v) each will vote against any alternative proposal or any proposal relating to an alternative proposal;



•

Mr. Shutzer's employment as a Senior Managing Director of Evercore, which ExamWorks has engaged as a financial advisor, and the expectation that Mr. Shutzer will serve as a director of the surviving company as a result of his rollover investment (the terms of which service have not yet been discussed but are expected to be consistent with board positions of similarly situated private companies);



•

Accelerated vesting of stock options and shares of restricted stock, and the settlement of those awards in exchange for cash in the amounts specified in this proxy statement; and



•

Continued indemnification and directors' and officers' liability insurance to be provided by the surviving company.

If the proposal to approve and adopt the merger agreement is approved by our stockholders and the merger closes, any shares of ExamWorks common stock held by our directors and executive officers will

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be treated in the same manner as outstanding shares of ExamWorks common stock held by all other ExamWorks stockholders entitled to receive the per-share merger consideration.

Financing of the Merger (page 77)

We anticipate that the total amount of funds necessary to consummate the merger and the related transactions will be approximately $2.2 billion, including the funds needed to (i) pay our stockholders the amounts due to them under the merger agreement; (ii) make payments in respect of ExamWorks' equity and equity-based awards, including unvested options, restricted stock and RSUs to be held in escrow, pursuant to the merger agreement; (iii) refinance or otherwise discharge certain outstanding indebtedness of ExamWorks, including indebtedness that will come due or otherwise be repaid or repurchased as a result of the merger; and (iv) pay all fees and expenses payable by Parent and Merger Sub under the merger agreement and in connection with the debt financing under the debt commitment letters described below. This amount will be funded through a combination of up to approximately $1.172 billion in equity financing under the equity commitment letters described below, up to approximately $1.12 billion in debt financing under the debt commitment letters described below, which we refer to collectively as the financing letters, and ExamWorks' cash and cash equivalents on hand at closing.

In connection with the financing of the merger, Parent has entered into an equity commitment letter, dated as of April 26, 2016, which we refer to as the LGP equity commitment letter, with Green Equity Investors VI, L.P. and Green Equity Investors Side VI, L.P., which we refer to as the LGP funds. The LGP funds are affiliated with Leonard Green. Parent has also entered into an equity commitment letter, dated as of April 26, 2016, which we refer to as the Hux equity commitment letter, with Hux Investment Pte. Ltd., which we refer to as Hux. Collectively, we refer to the LGP equity commitment letter and Hux equity commitment letter as the equity commitment letters, and the LGP funds and Hux as the equity investors. Pursuant to the LGP equity commitment letter, the LGP funds have committed, on a several (not joint and several) basis, to purchase, and/or through one or more of their affiliated entities or co-investors, cause the purchase of equity securities of Parent, at or prior to the closing of the merger, for an amount equal to approximately $822 million in the aggregate. Each LGP fund may allocate all or a portion of its equity commitment to other investors. However, the allocation of any portion of the LGP equity commitment to other investors will reduce such LGP fund's commitment to make or secure capital contributions pursuant to the LGP equity commitment letter only by the amount actually contributed to Parent by such other investors at or prior to the closing of the merger for the purpose of funding a portion of the merger consideration and that is so applied.

Pursuant to the Hux equity commitment letter, Hux has committed to purchase, and/or through one or more of its affiliated entities or co-investors, cause the purchase of equity securities of Parent, at or prior to the closing of the merger, for an amount equal to approximately $350 million. Hux may allocate all or a portion of its equity commitment to other investors. However, the allocation of any portion of the Hux equity commitment to other investors will reduce Hux's commitment to make or secure capital contributions pursuant to the Hux equity commitment letter only by the amount actually contributed to Parent by such other investors at or prior to the closing of the merger for the purpose of funding a portion of the merger consideration and that is so applied.

In connection with the financing of the merger, Parent has also received commitment letters, dated as of April 26, 2016, which, along with the related fee letters, we refer to as the debt commitment letters, from Bank of America, N.A., Merrill, Lynch, Pierce Fenner and Smith, Incorporated, Barclays Bank PLC, Deutshe Bank AG New York Branch, and Deutsche Bank Securities, Inc., among others, which we refer to as the debt financing sources. We refer to the equity commitment letters and the debt commitment letters, collectively, as the commitment letters.

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The funding under the commitment letters is subject to certain customary conditions, including conditions that do not relate directly to the merger agreement. We believe the amounts committed under the commitment letters will be sufficient to complete the transactions contemplated by the merger agreement, but we cannot be assured that the full amount of financing will be available or that the committed financing will be sufficient to complete the transactions contemplated by the merger agreement. The amounts committed might be insufficient if, among other things, one or more of the parties to the commitment letters fails to fund the committed amounts in breach of such commitment letters or if the conditions to the commitments to fund the amounts set forth in such commitment letters are not met. The failure of Parent and Merger Sub to obtain any portion of the committed financing (or any alternate financing) is likely to result in the failure of the merger to be consummated. In that case, Parent may be obligated to pay a reverse termination fee to ExamWorks, as described under "The Merger Agreement—Termination Fees" beginning on page 113. Parent's obligation to pay the reverse termination fee is guaranteed pursuant to the guarantee (as described further below).

Guarantee (page 81)

Pursuant to the guarantee delivered by the equity investors in favor of ExamWorks, dated as of April 26, 2016, which we refer to as the guarantee, each guarantor agreed to guarantee the due and punctual performance and discharge of its respective percentage, which we refer to as the guarantee percentage, of the following payment obligations of Parent and, where applicable, Merger Sub:

•

Parent's obligation to reimburse ExamWorks for all reasonable out-of-pocket costs incurred in connection with the debt financing and obtaining payoff letters for ExamWorks' existing company debt and liens;



•

Parent's and Merger Sub's obligation to indemnify ExamWorks, its affiliates, and representatives from and against all liabilities, obligations, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties incurred by them in connection with the equity and debt financings and delivery of the payoff letters for ExamWorks' existing debt and liens;



•

Parent's obligation to pay a reverse termination fee of $94 million to ExamWorks under certain circumstances; and



•

Parent's obligation to reimburse ExamWorks for all reasonable and documented out-of-pocket costs and expenses (including attorneys' fees and expenses) in connection with any action against Parent to enforce its right to receive the reverse termination fee.

Each guarantor's aggregate liability under the guarantee is subject to a cap equal to such guarantor's guaranteed percentage of $94 million. The guarantee is attached as Appendix F to this proxy statement.

Appraisal Rights (page 82)

If the merger is approved and becomes effective, holders of our common stock who do not vote their shares in favor of the merger will be entitled to statutory appraisal rights if they strictly comply with Section 262 of the General Corporation Law of the State of Delaware, as amended, which we refer to as the DGCL. For a description of the rights of such holders and of the procedures to be followed in order to assert such rights and obtain payment of the fair value of their shares of stock, see Section 262 of the DGCL, copies of which are attached as Appendix B, as well as the information set forth below.

IN ORDER TO PROPERLY DEMAND APPRAISAL RIGHTS WITH RESPECT TO THE MERGER, A STOCKHOLDER MUST SEND A NOTICE TO EXAMWORKS BEFORE THE DATE OF THE SPECIAL MEETING AND MUST NOT VOTE IN FAVOR OF THE PROPOSAL TO APPROVE AND ADOPT THE MERGER AGREEMENT BY PROXY OR OTHERWISE.

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U.S. Federal Income Tax Consequences of the Merger (page 87)

The receipt of cash for shares of ExamWorks common stock pursuant to the merger generally will be a taxable transaction for U.S. federal income tax purposes. The receipt of cash by a U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page 87) in exchange for such U.S. Holder's shares of ExamWorks common stock in the merger generally will result in the recognition of gain or loss in an amount measured by the difference between the cash such U.S. Holder receives in the merger and such U.S. Holder's adjusted tax basis in the shares of ExamWorks common stock surrendered in the merger. A Non-U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page 87) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States. Stockholders should refer to the discussion in the section entitled "The Merger—U.S. Federal Income Tax Consequences of the Merger," beginning on page 87 and consult their own tax advisors concerning the U.S. federal income tax consequences relating to the merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page 89)

Under the merger agreement, the merger cannot be completed until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or the HSR Act, has expired or been terminated. ExamWorks and Parent and its affiliates filed their respective HSR Act notifications on May 5, 2016.

The merger agreement also cannot be completed until a notice has been issued by or on behalf of the Treasurer of the Commonwealth of Australia stating that the Commonwealth of Australia has no objections to the merger or the Treasurer shall have ceased to be empowered to make any order or decision under Division 2 of Part 3 of the Foreign Acquisitions and Takeover Act of 1975, as amended, which we refer to as the FATA, in respect of the merger because of lapse of time. Merger Sub filed its FATA application on May 13, 2016.

No Solicitation of Other Offers (page 103)

In the merger agreement, subject to certain exceptions, including the lack of certain restrictions during the go shop period, as described below, ExamWorks has agreed that it will not, directly or indirectly, among other things:

•

Solicit, initiate or knowingly encourage or facilitate any inquiry or the making of any proposal that constitutes, or could reasonably be expected to lead to, an alternative proposal;



•

Furnish non-public information to or afford access to the business, employees, officers, contracts, properties, assets, books and records of ExamWorks and its subsidiaries to any person that would reasonably be expected to lead to, or in connection with, an inquiry or an alternative proposal;



•

Enter into, continue or maintain negotiations or discussions with any person with respect to an inquiry or an alternative proposal;



•

Cooperate with or assist or participate in or facilitate any discussions or negotiations regarding, or furnish or cause to be furnished to any person or group (as defined in the merger agreement) any non-public information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could be reasonably be expected to result in, an alternative proposal;

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•

Approve, agree to, accept, endorse or recommend, or submit to a vote of its stockholders, any alternative proposal;



•

Grant any waiver, amendment or release under any state anti-takeover statute;



•

Effect any adverse recommendation change (as summarized below); or



•

Enter into any letter of intent or agreement in principle or any agreement providing for any alternative proposal (except for acceptable confidentiality agreements (as described below)).

Notwithstanding these restrictions, which we refer to as the no shop restrictions, if at any time prior to the special meeting, ExamWorks receives an alternative proposal from a third party and such alternative proposal does not result from any material breach by ExamWorks of the no shop restrictions described above, then ExamWorks may, among other things, and at any time prior to the special meeting, enter into and maintain discussions or negotiations with any person with respect to such alternative proposal, and pursuant to the prior execution of an acceptable confidentiality agreement (as described below), furnish any information and afford access to ExamWorks and its subsidiaries' business, employees and properties, to any person in response to such alternative proposal, subject to the Board first determining in good faith (after consultation with ExamWorks' financial advisors and legal counsel) that (i) the failure to take such action would be inconsistent with the directors' exercise of their fiduciary duties under applicable law and (ii) such proposal either constitutes, or would reasonably be expected to lead to, a superior proposal (as described below). At the time of the formation of the Special Committee of the Board of ExamWorks, the Board delegated to the Special Committee full power and authority to evaluate and make a determination on whether or not to proceed with any potential sale of ExamWorks, which would include, without limitation, any alternative proposal.

For a further discussion of the limitations on solicitation of acquisition proposals from third parties, see "The Merger Agreement—No Solicitation of Other Offers" beginning on page 103.

Go Shop Period (page 105)

Notwithstanding the no shop restrictions described above, from the date of the merger agreement until 11:59 p.m. (New York City time) on June 1, 2016, which we refer to as the go shop period, ExamWorks and ExamWorks' subsidiaries and their respective affiliates and representatives had the right to directly or indirectly:

•

initiate, solicit and encourage, whether publicly or otherwise, alternative proposals and inquiries, including by way of providing access to non-public information pursuant to (but only pursuant to) one or more acceptable confidentiality agreements ( provided that (x) prior to providing any non-public information to any person given such access, ExamWorks shall provide such non-public information to Parent and (y) in no event shall ExamWorks, ExamWorks' subsidiaries or their respective affiliates and representatives provide any person any non-public information of or relating to Parent, Merger Sub or any of their respective affiliates or representatives); and



•

enter into, engage in, and maintain discussions or negotiations with respect to alternative proposals and inquiries or otherwise cooperate with or assist or participate in, or facilitate any such inquiries, proposals, offers, efforts, attempts, discussions or negotiations.

For a further discussion of the limitations on solicitation of acquisition proposals from third parties, see "The Merger Agreement—Go Shop Period" beginning on page 105.

Adverse Recommendation Changes; Alternative Acquisition Agreements (page 106)

Under the merger agreement, subject to certain exceptions, the Board may not withdraw, qualify or modify, or propose publicly to withdraw, qualify or modify, in a manner adverse to Parent, its merger

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recommendation or take any action, or make any public statement, filing or release inconsistent with its merger recommendation including recommending against the merger recommendation or approving, endorsing or recommending any alternative proposal (each of the foregoing, we refer to as an adverse recommendation change) except as provided in the merger agreement.

Prior to the special meeting, and notwithstanding the restrictions described above in "—No Solicitation of Other Offers," the Board is permitted in certain circumstances and subject to ExamWorks' compliance with certain obligations (as summarized below), to (i) make an adverse recommendation change, and (ii) terminate the merger agreement and enter into a definitive written agreement providing for a superior proposal.

The Board is permitted to (i) make an adverse recommendation change in the event of an intervening event (as described below) or in the case of a superior proposal, and (ii) terminate the merger agreement to enter into a definitive written agreement providing for a superior proposal if such superior proposal does not result from a material breach of the no shop restrictions described above in "—No Solicitation of Other Offers," if, in each case, the Board determines in good faith (after consultation with its financial advisors and legal counsel and, pursuant to the Board's delegation of authority to the Special Committee, following the recommendation of the Special Committee) that the failure to take such action would be inconsistent with the directors' exercise of their fiduciary duties under applicable law subject further to ExamWorks' compliance with certain notice and other requirements as set forth in the merger agreement.

For a further discussion of the limitations on effecting adverse recommendation changes, and terminating the merger agreement in connection with a superior proposal, see "The Merger Agreement—Adverse Recommendation Changes; Alternative Acquisition Agreements" beginning on page 106.

Conditions to the Closing of the Merger (page 110)

The parties expect to complete the merger after the marketing period (as described in the section entitled "The Merger Agreement—Closing and Effective Time of the Merger; Marketing Period") has ended and all of the conditions to the merger in the merger agreement are satisfied or waived. The parties currently expect to complete the merger in the third quarter of 2016. However, it is possible that factors outside of each party's control could require them to complete the merger at a later time or not to complete it at all. The following are some of the conditions that must be satisfied or, where permitted by law, waived before the merger may be consummated:

•

The approval of the proposal to approve and adopt the merger agreement by the requisite affirmative vote of ExamWorks' stockholders;



•

The expiration or termination of the applicable waiting period under the HSR Act (which period expired at 11:59 p.m. Eastern time on June 6, 2016) and a notice stating that the Commonwealth of Australia has no objections to the merger, or the lapse of the applicable period of time, under the FATA (see "The Merger—Regulatory Approvals Required for the Merger" beginning on page 89;



•

The consummation of the merger not being restrained, enjoined, rendered illegal or otherwise prohibited by any law or order of any governmental authority;



•

The accuracy of the representations and warranties of ExamWorks, Parent and Merger Sub in the merger agreement, subject in some instances to materiality or "material adverse effect" qualifiers, at and as of the closing date of the merger;



•

The performance in all material respects by ExamWorks, on the one hand, and Parent and Merger Sub, on the other hand, of their respective obligations required to be performed by them under the merger agreement on or before the closing date of the merger;

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•

Since the date of the merger agreement, there not having occurred any fact, circumstance, effect, change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect (as described below);



•

Each of ExamWorks, Parent and Merger Sub shall have entered into an escrow agreement for the merger consideration for payments for the unvested options, restricted stock and RSUs; and



•

The rollover investors shall have consummated the rollover investment in accordance with the terms of the rollover agreement.

The "marketing period" refers to the first period of twenty (20) consecutive business days following the date on which ExamWorks shall have delivered to Parent certain financial information and other customary business and financial data requested by Parent to market and consummate the debt financing, which information we refer to as the financing information, and throughout and at the end of which certain conditions are satisfied. The marketing period will commence on or after the later of the day this proxy statement is mailed to ExamWorks stockholders and the forty-fifth (45th) day from the date of the merger agreement and shall not end prior to the fifth (5th) business day following the approval of the stockholders. The marketing period shall either end on or prior to August 19, 2016, or if such period has not ended on or prior to August 19, 2016, then the marketing period will commence no earlier than September 6, 2016; and (iv) the marketing period shall end on any earlier date that is the date on which the debt financing is consummated, in which case the closing shall occur no later than the third business day after such date. For more information see the section entitled "The Merger Agreement—Closing and Effective Time of the Merger; Marketing Period".

Termination of the Merger Agreement (page 112)

In general, the merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after approval of the proposal to approve and adopt the merger agreement by the stockholders of ExamWorks, in the following ways:

•

By mutual written consent of Parent and ExamWorks;



•

By either Parent or ExamWorks:



•

If the merger has not been consummated on or before October 26, 2016, which date we refer to as the termination date;



•

If any governmental authority has, by law or order, permanently restrained, enjoined, rendered illegal or otherwise prohibited the transactions contemplated by the merger agreement and such law or order has become final or nonappealable; or



•

If ExamWorks' stockholders fail to approve the proposal to approve and adopt the merger agreement at the special meeting of stockholders, or any adjournment or postponement thereof, at which a vote on such proposal is taken; or



•

By ExamWorks:



•

If Parent or Merger Sub has breached any of their respective representations, warranties, covenants or other agreements in the merger agreement, which (i) would result in the failure of a related closing condition and (ii) is not capable of being cured, or is not cured, before the earlier of the termination date or the date that is 30 calendar days following ExamWorks' delivery of written notice of such breach;



•

Prior to receiving the stockholder approval, in order to enter into a definitive written agreement with respect to a superior proposal, if, with respect to an excluded party, as defined below, (i) the Board has, after complying with its obligations to notify and consult with Parent with respect to such superior proposal, authorized ExamWorks to enter into a

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definitive written agreement with respect to such superior proposal, and (ii) ExamWorks pays to Parent the go shop termination fee of $23.5 million under the merger agreement;

•

Prior to receiving the stockholder approval, in order to enter into a definitive written agreement with respect to a superior proposal, if (i) the Board has, after complying with its obligations to notify and consult with Parent with respect to such superior proposal, authorized ExamWorks to enter into a definitive written agreement with respect to such superior proposal and (ii) ExamWorks pays to Parent the termination fee of $47 million under the merger agreement;



•

If (i) the marketing period (as described in the section entitled "The Merger Agreement—Closing and Effective Time of the Merger; Marketing Period") has ended and all of the conditions to Parent's and Merger Sub's obligation to consummate the merger are satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which are then capable of being satisfied at the closing) or, to the extent permitted by law, waived, (ii) ExamWorks has notified Parent in writing that it is ready and willing to consummate the merger and (iii) Parent and Merger Sub have failed to consummate the merger within three business days following ExamWorks' delivery of such notice; or



•

By Parent:



•

If ExamWorks has breached any of its representations, warranties, covenants or other agreements in the merger agreement such that specified conditions in the merger agreement, which (i) would result in the failure of a related closing condition and (ii) is not capable of being cured, or is not cured, before the earlier of the termination date or the date that is 30 calendar days following Parent's delivery of written notice of such breach; or



•

If at any time before receiving the stockholder approval, the Board (i) makes an adverse recommendation change; (ii) fails to reaffirm its recommendation of the transaction or publically state that the merger agreement is in the best interest of ExamWorks within 10 business days of Parent making such request; or (iii) ExamWorks fails to announce that it recommends rejection of any tender offer or exchange by any third party relating to the securities of ExamWorks with 10 business days of the announcement of such tender offer or exchange.

Termination Fees (page 113)

Under the merger agreement, ExamWorks may be required to pay to Parent a termination fee of $47 million if the merger agreement is terminated under specified circumstances.

Under the merger agreement, ExamWorks may be required to pay to Parent a go shop termination fee of $23.5 million if the merger agreement is terminated in order to enter into an acquisition agreement with an excluded party.

Under the merger agreement, Parent may be required to pay to ExamWorks a reverse termination fee of $94 million if the merger agreement is terminated under specified circumstances. In no event will either ExamWorks or Parent be required to pay a termination fee more than once.

Expense Reimbursement (page 114)

If the merger agreement is terminated because ExamWorks' stockholders fail to approve the proposal to approve and adopt the merger agreement at the special meeting of stockholders, ExamWorks would be required to reimburse Parent up to $10 million in respect of certain costs and expenses reasonably incurred by Parent and Merger Sub in connection with the merger agreement and the transactions

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contemplated thereby. The amount of any termination fee paid by ExamWorks to Parent would be reduced by any such expense reimbursement amount previously paid.

Specific Performance (page 114)

Parent, Merger Sub and ExamWorks are entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the performance of the terms and provisions of the merger agreement, including the right of a party to cause the other parties to consummate the merger and the other transactions contemplated hereby. The parties are entitled to enforce specifically the performance of terms and provisions the merger agreement, without proof of actual damages (and each party to the merger agreement has agreed to waive any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties have also agreed not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach.

ExamWorks is entitled to obtain specific performance or other equitable relief of the obligations of Parent and Merger Sub to cause the equity financing to be funded as contemplated by, and on the terms and subject to the conditions set forth in, the equity commitment letters and/or to consummate the closing of the merger only upon: (i) satisfaction of all conditions to closing, (ii) funding of the debt financing contemplated by the debt commitment letters or confirmation in writing by the debt financing sources that the debt financing will be funded at the closing of the merger if the equity financing is funded at the closing of the merger, and (iii) ExamWorks' irrevocable confirmation that if specific performance is obtained, it would take such the actions required to cause the closing of the merger to occur.

Fees and Expenses (page 115)

Except in specified circumstances, whether or not the merger is consummated, ExamWorks and Parent are each responsible for all of their respective costs and expenses incurred in connection with the merger and the other transactions contemplated by the merger agreement.

Rollover Agreement (page 91)

In connection with the merger agreement, Parent and each of the rollover investors entered into a rollover and subscription agreement (which we refer to as the rollover agreement), pursuant to which, at the time of the merger, each rollover investor shall contribute to Parent a number of shares, which, taken together with each other rollover investor's contributed shares, shall equal $45 million (subject to a decrease of $5 million in the event that Parent secures other equity investment of $350 million or more) of ExamWorks common stock (valued based on the merger consideration of $35.05 per share) in exchange for units of Parent (valued at the same valuation to be used for the other investors of Parent). The per unit valuation of Parent units will be the same per unit valuation received in exchange for both the rollover shares being contributed to Parent by the rollover investors as equity at the closing of the merger and the cash contributed to Parent by non-rollover investors (including the affiliates of Leonard Green investing in Parent at the closing of the merger) as equity at the closing of the merger. Upon the closing of the merger, the rollover investors are expected to beneficially own an indirect interest in ExamWorks of approximately 3.3% or approximately 3.7% (reflecting a rollover value of $40 million or $45 million), without giving effect to any grants of equity interests of Parent or options to purchase equity interests of Parent that the rollover investors are expected to receive following the closing of the merger as part of their employment arrangements with Parent. Pursuant to the rollover agreement, at any time and from time to time prior to the closing of the merger, at Parent's discretion additional persons, including any of our other executive officers, may be made

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parties to such rollover agreement and, immediately prior to the closing of the merger, such persons will contribute to Parent a number of shares of ExamWorks common stock with an agreed upon aggregate value, based on the per-share merger consideration, in exchange for units of Parent. As of the date of this proxy statement, no additional parties have been asked to join the rollover agreement and, other than the existing rollover investors, none of ExamWorks' directors will participate in the rollover. The rollover agreement is attached as Appendix G to this proxy statement.

Company Stockholder Voting Agreement (page 91)

In connection with the merger agreement, each rollover investor also entered into a voting agreement with Parent, pursuant to which each rollover investor agreed to, among other things, vote their shares of ExamWorks common stock in favor of (i) the adoption of the merger agreement and approval of the merger; (ii) any proposal or action contemplated by the merger agreement in respect of which approval of ExamWorks' stockholders is requested; and (iii) any proposal or action that could reasonably be expected to facilitate the merger and the other transactions contemplated by the merger agreement. Pursuant to each such voting agreement, each rollover investor has also agreed to vote his shares of ExamWorks common stock against (x) any proposal or action that would constitute, or could reasonably be expected to result in, a breach of any covenant, representation or warranty or any other obligation or agreement of ExamWorks under the merger agreement or of such stockholder under the voting agreement or otherwise reasonably would be expected to impede, interfere with, delay, postpone, discourage or adversely affect the merger or any of the other transactions contemplated by the merger agreement, (y) any alternative proposal or any proposal relating to an alternative proposal and (z) any stock purchase agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by ExamWorks (other than the merger agreement). Each such voting agreement will terminate upon the earlier of (a) the effective time of the merger; (b) the date on which the merger agreement is terminated in accordance with its terms; and (c) the date on which the parties thereto terminate the voting agreement by mutual agreement.

Market Prices and Dividend Data (page 119)

Our common stock is listed on the NYSE under the symbol "EXAM." On April 26, 2016, the last trading day prior to the public announcement of the execution of the merger agreement, the closing price of our common stock on the NYSE was $33.57 per share. On June 22, 2016, the latest practicable trading day before the printing of this proxy statement, the closing price of our common stock on the NYSE was $34.78 per share.

Under the terms of the merger agreement, from the date of the merger agreement until the earlier of the effective time of the merger or the termination of the merger agreement, we may not declare or pay dividends to our common stockholders without Parent's written consent. Under our current dividend policy, we have never declared or paid any cash dividends on our common stock and have retained any future earnings to support operations and to finance the growth and development of our business.

Legal Proceedings Regarding the Merger (page 91)

Following the announcement of the merger, a putative class action was filed on June 17, 2016 by a purported Company shareholder in the Court of Chancery of the State of Delaware, captioned City of Daytona Beach Police and Fire Pension Fund v. ExamWorks Group, Inc., et al., Case No. 12481, which we refer to as the Complaint.

Plaintiff purports to bring the litigation as a class action on behalf of the public shareholders of the Company. The Complaint names as defendants the members of the Board, the Company, Parent, Merger Sub and Leonard Green. The Complaint generally alleges that the Board breached its fiduciary

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duties to Company stockholders in connection with the merger because, among other reasons, the Board failed to operate a sale process that fully maximized shareholder value; the Board failed to operate a process that prevented conflicts of interest in the negotiation of the rollover agreement and employment agreements; certain individual defendants are interested in the merger and the Board failed to properly address conflicts that may have arisen from such interests; the Board failed to promptly form a committee of disinterested directors; and certain provisions in the merger agreement unfairly preclude a third party from making an offer for the Company. The Complaint alleges that Leonard Green, Parent and Merger Sub aided and abetted the Board's alleged breaches of fiduciary duty. The Complaint also alleges that the Company and the Board failed to disclose material information to stockholders in connection with the merger. In particular, among other things, the Complaint alleges that the Company and the Board failed to disclose material information in the First Amended Preliminary Proxy Statement on Form 14A filed on June 14, 2016 regarding the background of the merger and financial information that stockholders need to fully consider the merits of the merger. The Complaint seeks, among other things, equitable relief under Delaware law, including to enjoin the closing of the merger, to direct disclosure of all material information concerning the merger prior to the stockholder vote, and to award plaintiff's costs and disbursements, including attorneys' fees. The Company and the Board believe that the action is without merit, and intend to vigorously defend against all claims asserted.

On June 21, 2016, the Company was served with a demand letter (the "Demand Letter") by Cambridge Retirement System, a purported Company shareholder ("Cambridge"), requesting to inspect and copy certain books and records of the Company to investigate possible breaches of fiduciary duties committed by certain Company officers and directors in connection with the Board's decision to enter into the merger agreement. Cambridge requests, among other things, (i) the minutes of the Board and Special Committee for meetings regarding the merger agreement and rollover agreement; (ii) the Board and Special Committee resolutions regarding the merger agreement and rollover agreement; (iii) materials provided by Goldman Sachs or Evercore in connection with the transaction; and (iv) related books and records to (i) through (iii) above.

These stockholder actions are in their early stages, and thus the Company is unable to reasonably estimate any potential material loss in the event of an unfavorable outcome in one or more of these actions. While they could impact consummation of the transactions contemplated by the merger agreement, the Company and the Directors intend to vigorously defend the actions, denying any violations of state or federal law alleged therein.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder of ExamWorks. Please refer to the "Summary" and the more detailed information contained elsewhere in this proxy statement, the appendices to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Q:    Why am I receiving these materials?

A:

The Board is furnishing this proxy statement and form of proxy card to the holders of ExamWorks common stock in connection with the solicitation of proxies to be voted at a special meeting of stockholders or at any adjournments or postponements of the special meeting.

Q:    When and where is the special meeting?

A:

The special meeting will take place on Tuesday, July 26, 2016 at the ExamWorks offices located at 1820 Ringling Boulevard, Sarasota, Florida 34236, at 9:00 a.m. Eastern Time.

Q:    Who is entitled to vote at the special meeting?

A:

Only stockholders of record as of the close of business on May 31, 2016 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. Each holder of ExamWorks common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of ExamWorks common stock that such holder owned as of the record date.

Q:    May I attend the special meeting and vote in person?

A:

Yes. All stockholders as of the record date may attend the special meeting and vote in person. Seating will be limited. Stockholders will need to present proof of ownership of ExamWorks common stock, such as a bank or brokerage account statement, and a form of personal identification to be admitted to the special meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the special meeting. Even if you plan to attend the special meeting in person, we encourage you to complete, sign, date and return the enclosed proxy or to submit a proxy to vote electronically over the Internet or via telephone to ensure that your shares will be represented at the special meeting. If you attend the special meeting and wish to vote in person your vote by ballot will revoke any proxy previously submitted. If you hold your shares in "street name," because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

Q:    What am I being asked to vote on at the special meeting?

A:

You are being asked to consider and vote on the following proposals:

•

To approve and adopt the merger agreement, pursuant to which Merger Sub will merge with and into ExamWorks, and ExamWorks will become an indirect, wholly owned subsidiary of Parent;

•

To approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and

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•

To approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Q:    What is the proposed merger and what effects will it have on ExamWorks?

A:

The proposed merger is the acquisition of ExamWorks by Parent pursuant to the merger agreement. If the proposal to approve and adopt the merger agreement is approved by the holders of ExamWorks common stock and the other closing conditions under the merger agreement have been satisfied or waived, Merger Sub will merge with and into ExamWorks, with ExamWorks continuing as the surviving company. As a result of the merger, ExamWorks will become an indirect, wholly owned subsidiary of Parent. ExamWorks will cooperate with Parent to de-list our common stock from the NYSE and de-register under the Exchange Act as soon as reasonably practicable following the effective time of the merger, and at such time, we will no longer be a publicly traded company and will no longer file periodic reports with the SEC. If the merger is consummated, you will not own any shares of the capital stock of the surviving company.

Q:    What will I receive if the merger is completed?

A:

Upon completion of the merger, you will be entitled to receive the per-share merger consideration of $35.05 in cash, without interest and less any applicable withholding taxes, for each share of common stock that you own, unless you have properly demanded and not withdrawn your appraisal rights under the DGCL with respect to such shares. For example, if you own 100 shares of common stock, you will receive $3,505.00 in cash in exchange for your shares of common stock, less any applicable withholding taxes. In either case, you will not own shares in the surviving company.

Q:    How does the per-share merger consideration compare to the market price of ExamWorks common stock prior to the public announcement of the merger agreement?

A:

The per-share merger consideration represents a premium of approximately 22% over the volume weighted average share price of the common stock during the 90 days ended April 26, 2016, the last trading day before the merger agreement was announced.

Q:    What do I need to do now?

A:

We encourage you to read this proxy statement, the appendices to this proxy statement, including the merger agreement, and the documents we refer to in this proxy statement carefully and consider how the merger affects you. Then complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or grant your proxy electronically over the Internet or by telephone, so that your shares can be voted at the special meeting. If you hold your shares in "street name," please refer to the voting instruction forms provided by your broker, bank or other nominee to vote your shares.

Q:    Should I send in my stock certificates now?

A:

No. After the merger is completed, under the terms of the merger agreement, you will receive shortly thereafter a letter of transmittal instructing you to send your stock certificates to the paying agent in order to receive the cash payment of the per-share merger consideration for each share of our common stock represented by the stock certificates. You should use the letter of transmittal to exchange your stock certificates for the cash payment to which you are entitled upon completion of the merger. Please do not send in your stock certificates now.

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Q:    What happens if I sell or otherwise transfer my shares of ExamWorks common stock after the record date but before the special meeting?

A:

The record date for the special meeting is earlier than the date of the special meeting and the date the merger is expected to be completed. If you sell or transfer your shares of our common stock after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies ExamWorks in writing of such special arrangements, you will transfer the right to receive the per-share merger consideration, if the merger is completed, to the person to whom you sell or transfer your shares of our common stock, but you will retain your right to vote these shares at the special meeting. Even if you sell or otherwise transfer your shares of common stock after the record date, we encourage you to complete, date, sign and return the enclosed proxy or submit your proxy to vote via the Internet or telephone.

Q     How does ExamWorks' Board of Directors recommend that I vote?

A:

After consideration of, and based upon, the recommendation of a special committee of the Board consisting entirely of independent and disinterested directors, our Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable to and in the best interests of ExamWorks and its stockholders and approved the execution, delivery and performance by ExamWorks of the merger agreement and the consummation of the transactions contemplated therein, including the merger.

The Board unanimously recommends that you vote (i) " FOR " the proposal to approve and adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger; (ii) " FOR " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) " FOR " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Q:    What happens if the merger is not completed?

A:

If the merger agreement is not adopted by ExamWorks stockholders or if the merger is not consummated for any other reason, ExamWorks stockholders will not receive any payment for their shares of common stock. Instead, ExamWorks will remain a public company, the common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC.

Under specified circumstances, ExamWorks may be required to reimburse certain of Parent's expenses incurred in respect of the transactions contemplated by the merger agreement or pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the merger agreement, as described under "The Merger Agreement—Termination Fees" beginning on page 113 and "The Merger Agreement—Expense Reimbursement" beginning on page 114.

Q:    Do any of ExamWorks' directors or officers have interests in the merger that may differ from those of ExamWorks stockholders generally?

A:

In considering the recommendation of the Board with respect to the proposal to approve and adopt the merger agreement, you should be aware that certain of our directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. The Special Committee was aware of these interests and considered them, among

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other matters, in evaluating and overseeing the negotiation of the merger agreement, and in recommending that the Board approve the merger agreement and the merger. The Board was also aware of these interests in approving the merger agreement and the merger and in recommending that the merger agreement be approved and adopted by the stockholders of ExamWorks. For a description of the interests of our directors and executive officers in the merger, see "The Merger—Interests of the Directors and Executive Officers of ExamWorks in the Merger" beginning on page 71.

Q:    What vote is required to approve and adopt the merger agreement?

A:

The affirmative vote of the holders of a majority of the voting power of all shares of our common stock entitled to vote at the special meeting is required to approve the proposal to approve and adopt the merger agreement.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares will result in a broker non-vote and will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement. Abstentions will have the same effect as a vote " AGAINST " the proposal to approve and adopt the merger agreement.

As of May 31, 2016, the record date for determining who is entitled to vote at the special meeting, there were 41,751,847 shares of ExamWorks common stock issued and outstanding. Each holder of ExamWorks common stock is entitled to one vote per share of stock owned by such holder as of the record date.

Q:    What vote is required to approve the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger?

A:

Approval of the proposal to approve one or more adjournments of the special meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of all shares of our common stock represented at the special meeting, either in person or by proxy, and entitled to vote at the special meeting. Approval of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of all shares of our common stock represented at the special meeting, in person or by proxy, and entitled to vote at the special meeting.

The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote in person by ballot at the special meeting will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger. If you hold your shares in "street name," the failure to instruct your broker, bank or other nominee on how to vote your shares with respect to any of the proposals before the special meeting, your shares will not be present at the meeting and will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger. If you provide voting instructions to your broker as to how to vote on one or more of the proposals before the meeting but not on the adjournment proposal or the proposal to approve, by non-binding advisory vote, compensation that will or may become payable

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by ExamWorks to its named executive officers in connection with the merger then there will be a broker non-vote as to any proposal upon which you do not provide voting instructions which will have the same effect as a vote " AGAINST " such proposal. Abstentions will have the same effect as a vote " AGAINST " the adjournment proposal and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Q:    What is a quorum?

A:

The holders of a majority of the voting power of all shares of our common stock entitled to vote at a special meeting, present in person, present by any means of remote communication, authorized by the Board in its sole discretion, or represented by proxy, will constitute a quorum at the special meeting. If a quorum is not present, the affirmative vote of a majority of our shares of common stock represented at the special meeting, either in person or by proxy, and entitled to vote at the meeting may adjourn the meeting until a quorum is present.

Q:    What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, to be the "stockholder of record." In this case, this proxy statement and your proxy card have been sent directly to you by ExamWorks.

If your shares are held through a broker, bank or other nominee, you are considered the "beneficial owner" of the shares of ExamWorks common stock held in "street name." In that case, this proxy statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the special meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

Q:    How may I vote?

A:

If you are a stockholder of record (that is, if your shares of common stock are registered in your name with Computershare, our transfer agent), there are four ways to vote:

•

By attending the special meeting and voting in person by ballot;

•

By visiting the Internet at the address on your proxy card;

•

By calling toll-free (within the U.S. or Canada) at the phone number on your proxy card; or

•

By completing, dating, signing and returning the enclosed proxy card in the accompanying prepaid reply envelope.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone. Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.

Even if you plan to attend the special meeting in person, you are strongly encouraged to submit a proxy to vote your shares of common stock. If you are a record holder or if you obtain a valid

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proxy to vote shares which you beneficially own, you may still vote your shares of common stock in person at the special meeting. Any such vote will automatically revoke any proxy you previously submitted.

If your shares are held in "street name" through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or electronically over the Internet or by telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or via telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or nominee.

Q:    If my broker holds my shares in "street name," will my broker vote my shares for me?

A:

Not without your direction. Your broker, bank or other nominee will only be permitted to vote your shares on any proposal if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on these proposals without your instructions. Therefore, it is important that you instruct your broker, bank or nominee on how you wish to vote your shares.

You should follow the procedures provided by your broker, bank or other nominee regarding the voting of your shares of ExamWorks common stock. Without instructions, a broker non-vote will result, and your shares will not be voted. A broker non-vote as to any proposal will have the same effect as if you voted against the proposal.

Q:    May I change my vote after I have mailed my signed proxy card or otherwise submitted my vote by proxy?

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

•

Submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

•

Delivering a written notice of revocation to our Secretary;

•

Signing another proxy card with a later date and returning it to us prior to the special meeting; or

•

Attending the special meeting and voting in person.

If you hold your shares of common stock in "street name," you should contact your broker, bank or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid proxy from your broker, bank or other nominee.

Q:    What is a proxy?

A:

A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of ExamWorks common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of ExamWorks common stock is called a "proxy card." The Board has designated Richard E. Perlman and James K. Price, and each of them with full power of substitution, as proxies for the special meeting.

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Q:    If a stockholder gives a proxy, how are the shares voted?

A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted (i) " FOR " the proposal to approve and adopt the merger agreement; (ii) " FOR " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) " FOR " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Q:    What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or grant a proxy to vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive.

Q:    Who will count the votes?

A:

The votes will be counted by the independent inspector of election appointed for the special meeting.

Q:    Where can I find the voting results of the special meeting?

A:

ExamWorks intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that ExamWorks files with the SEC are publicly available when filed. See "Where You Can Find More Information" beginning on page 125 of this proxy statement.

Q:    Will I be subject to U.S. federal income tax upon the exchange of ExamWorks common stock for cash pursuant to the merger?

A:

If you are a U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page 87), the exchange of ExamWorks common stock for cash pursuant to the merger generally will require you to recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash you received pursuant to the merger and your adjusted tax basis in the shares of our common stock surrendered pursuant to the merger. A Non-U.S. Holder (as defined under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page 87) generally will not be subject to U.S. federal income tax with respect to the exchange of our common stock for cash in the merger unless such Non-U.S. Holder has certain connections to the United States. Because particular circumstances may differ, we recommend that you consult your own tax advisor to determine the U.S. federal income tax consequences relating to the merger in light of your own particular circumstances and any consequences arising under the laws of any state, local or foreign taxing

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jurisdiction. A more complete description of the U.S. federal income tax consequences of the merger is provided under "The Merger—U.S. Federal Income Tax Consequences of the Merger" beginning on page 87 of this proxy statement.

Q:    What will the holders of ExamWorks stock options, restricted stock and RSUs receive in the merger?

A:

At the effective time of the merger, each then-outstanding option to purchase shares of ExamWorks common stock, whether or not vested, will be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of shares of ExamWorks common stock subject to the option and (ii) the amount, if any, by which the per-share merger consideration exceeds the exercise price per share of ExamWorks common stock underlying the stock option (less any applicable withholding taxes). Payments for options to purchase shares which were unvested at the effective time of the merger will be held in escrow and released in accordance with the vesting schedule in the applicable option award agreement.

At the effective time of the merger, each then-outstanding share of restricted stock and RSU will become fully vested and will be considered to be an outstanding share of ExamWorks common stock for purposes of the merger agreement that will entitle the holder to receive an amount of cash equal to the per-share merger consideration (less any applicable withholding taxes) in accordance with the same terms and conditions as applied to holders of ExamWorks common stock generally. Payments for restricted stock and RSUs which were unvested at the effective time of the merger will be held in escrow and released in accordance with the vesting schedule in the applicable award agreement.

Q:    When do you expect the merger to be completed?

A:

We are working toward completing the merger as quickly as possible and currently expect to consummate the merger in the third quarter of 2016 after the marketing period (as described in the section entitled "The Merger Agreement—Closing and Effective Time of the Merger; Marketing Period") has ended. However, the exact timing of completion of the merger cannot be predicted because the merger is subject to conditions, including adoption of the merger agreement by our stockholders and the receipt of regulatory approvals.

Q:    Am I entitled to appraisal rights under the DGCL?

A:

Yes. As a holder of ExamWorks' common stock, you are entitled to exercise appraisal rights under the DCGL in connection with the merger if you take certain actions and meet certain conditions. See "The Merger—Appraisal Rights" beginning on page 82.

Q:    What is householding and how does it affect me?

A:

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of shares of ExamWorks common stock held through brokerage firms. If your family has multiple accounts holding shares of ExamWorks common stock, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

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Q:    Who can help answer my questions?

A:

If you have any questions concerning the merger, the special meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Email: proxy@mackenziepartners.com
Call collect: (212) 929-5500
Call toll-free: (800) 322-2885

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

Date, Time and Place

We will hold the special meeting on Tuesday, July 26, 2016 at the ExamWorks offices located at 1820 Ringling Boulevard, Sarasota, Florida 34236, at 9:00 a.m. Eastern Time.

Purpose of the Special Meeting

At the special meeting, we will ask our stockholders of record as of the record date to vote on proposals to (i) approve and adopt the merger agreement; (ii) approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the close of business on May 31, 2016 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available in our offices located at 3280 Peachtree Road NE, Suite 2625, Atlanta, GA 30305, during regular business hours for a period of at least ten days before the special meeting and at the place of the special meeting during the meeting.

As of the record date, there were 41,751,847 shares of our common stock outstanding and entitled to be voted at the special meeting.

A quorum of stockholders is necessary to hold a special meeting. The holders of a majority of the voting power of all shares of our common stock entitled to vote at the special meeting, either present in person or represented by proxy, will constitute a quorum at the special meeting. As a result, 20,875,924 shares must be represented by proxy or by stockholders present and entitled to vote at the special meeting to have a quorum. Shares that abstain on one or more of the proposals before the meeting are deemed to be present for quorum purposes. If you hold your shares in "street name" the failure to instruct your broker, bank or other nominee on how to vote your shares on any of the proposals before the special meeting will result in a broker non-vote as to any proposal for which you did not provide voting instructions. If you fail to provide your broker with instructions how to vote on any of the proposals before the meeting your shares will not be present at the meeting for quorum purposes. If you provide your broker with instructions how to vote on one or more but not all of the proposals before the meeting your shares will be present at the meeting for quorum purposes.

In the event that a quorum is not present at the special meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of the holders of a majority of the voting power of all shares of our common stock entitled to vote at the special meeting is required to approve the proposal to approve and adopt the merger agreement. Approval and adoption of the merger agreement by our stockholders is a condition to the closing of the merger.

Approval of the proposal to approve one or more adjournments of the special meeting, whether or not a quorum is present, requires the affirmative vote of a majority of the voting power of all shares of our

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common stock represented at the special meeting, either in person or by proxy, and entitled to vote at the special meeting. Approval of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger requires the affirmative vote of a majority of the voting power of all shares of our common stock represented at the special meeting, in person or by proxy, and entitled to vote at the special meeting.

If an ExamWorks stockholder abstains from voting, the abstention will have the same effect as if the stockholder voted " AGAINST " the proposal to approve and adopt the merger agreement. For stockholders who attend the meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the stockholder voted " AGAINST " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting and the stockholder voted " AGAINST " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

If you hold your shares in "street name" the failure to instruct your broker, bank or other nominee on how to vote your shares on any of the proposals before the special meeting will result in a broker non-vote, and each broker non-vote will count as a vote " AGAINST " the proposal to approve and adopt the merger agreement, but will have no effect on the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting and the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger. If you provide your broker with instructions how to vote on one or more of the proposals before the special meeting but not the adjournment proposal or the proposal to approve by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger there will be a broker non-vote as to the proposal as to which you do not provide voting instructions which will have the same effect as a vote " AGAINST " such proposal.

Stock Ownership by ExamWorks' Directors and Executive Officers

As of May 31, 2016, the record date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,997,095 shares of our common stock (excluding any shares of our common stock that would be delivered upon exercise or conversion of stock options or other equity-based awards), representing approximately 4.78% of the outstanding shares of our common stock. In connection with the merger agreement, Richard E. Perlman, our Executive Chairman, James K. Price, our Chief Executive Officer, Wesley J. Campbell, our President, J. Miguel Fernandez de Castro, our Chief Financial Officer, and William A. Shutzer, a member of the Board of Directors entered into voting agreements with Parent, pursuant to which they agreed to, among other things, vote their shares of ExamWorks common stock in favor of (i) the adoption of the merger agreement and approval of the merger; (ii) any proposal or action contemplated by the merger agreement in respect of which approval of ExamWorks' stockholders is requested; and (iii) any proposal or action that could reasonably be expected to facilitate the merger and the other transactions contemplated by the merger agreement and against (x) any proposal or action that would constitute, or could reasonably be expected to result in, a breach of any covenant, representation or warranty or any other obligation or agreement of ExamWorks under the merger agreement or of such stockholder under the voting agreement or otherwise reasonably would be expected to impede, interfere with, delay, postpone, discourage or adversely affect the merger or any of the other transactions contemplated by the merger agreement, (y) any alternative proposal or any proposal relating to an alternative proposal and (z) any stock

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purchase agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by ExamWorks (other than the merger agreement). Such voting agreement will terminate upon the earlier of (a) the effective time of the merger; (b) the date on which the merger agreement is terminated in accordance with its terms; and (c) the date on which the parties thereto terminate the voting agreement by mutual agreement. The form of the voting agreement is attached as Appendix E to this proxy statement.

Additionally, our other directors and executive officers have informed us that they currently intend to vote all of their shares of ExamWorks common stock (i) " FOR " the proposal to approve and adopt the merger agreement; (ii) " FOR " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) " FOR " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Voting of Proxies

If your shares are registered in your name with our transfer agent, Computershare, you may cause your shares to be voted by returning a signed proxy card, or you may vote in person at the special meeting. Additionally, you may submit electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the special meeting and wish to vote in person, you will be given a ballot at the meeting. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting in person. If you attend the special meeting and wish to vote in person, your vote by ballot will revoke any proxy previously submitted.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) " FOR " the proposal to approve and adopt the merger agreement; (ii) " FOR " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) " FOR " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger. No proxy that is specifically marked against the proposal to approve and adopt the merger agreement will be voted in favor of the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger, unless it is specifically marked " FOR " the approval of such proposal.

If your shares are held in "street name" through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting form provided by your broker, bank or other nominee, or by the Internet or telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting form provided by your broker, bank or other nominee. Under applicable stock exchange rules, brokers, banks or other nominees have the discretion to vote your shares on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The proposals in this proxy statement are non-routine matters, and brokers, banks and other nominees therefore cannot vote on

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these proposals without your instructions. If you do not return your broker's, bank's or other nominee's voting form, do not vote via the Internet or telephone through your broker, bank or other nominee, if applicable, or do not attend the special meeting and vote in person with a proxy from your broker, bank or other nominee, such actions will result in a broker non-vote and will have the same effect as if you voted " AGAINST " the proposal to approve and adopt the merger agreement but will not have any effect on the adjournment proposal or the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

Revocability of Proxies

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

•

Submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;



•

Delivering a written notice of revocation to our Secretary;



•

Signing another proxy card with a later date and returning it to us prior to the special meeting; or



•

Attending the special meeting and voting in person.

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Secretary prior to the special meeting and, in the case of Internet or telephonic voting instructions, must be received before 11:59 p.m. Eastern Time on July 25, 2016. If you have submitted a proxy but instead attend the special meeting and wish to vote in person, your vote by ballot will revoke any proxy previously submitted.

If you hold your shares of common stock in "street name," you should contact your broker, bank or other nominee for instructions regarding how to change your vote. You may also vote in person at the special meeting if you obtain a valid proxy from your broker, bank or other nominee. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow ExamWorks stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned.

Board of Directors' Recommendation

The Board, acting upon the recommendation of the Special Committee and after considering various factors described in the section entitled "The Merger—Recommendation of Our Board of Directors and Reasons for the Merger," unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, advisable and in the best interests of ExamWorks and its stockholders, declared the merger agreement advisable under Delaware law and approved, adopted and authorized the merger agreement and the transactions contemplated by the merger agreement, including the merger.

The Board unanimously recommends that you vote (i) " FOR " the proposal to approve and adopt the merger agreement and thereby approve the transactions contemplated by the merger agreement, including the merger; (ii) " FOR " the proposal to approve one or more adjournments of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve and adopt the merger agreement at the time of the special meeting; and (iii) " FOR " the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by ExamWorks to its named executive officers in connection with the merger.

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Solicitation of Proxies

The expense of soliciting proxies in the enclosed form will be borne by ExamWorks. We have retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $25,000 plus expenses. Proxies may also be solicited by some of our directors, officers and employees, personally or by telephone, facsimile or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the proposal to approve and adopt the merger agreement, we anticipate that the merger will be consummated after the marketing period (as described in the section entitled "—Closing and Effective Time of the Merger; Marketing Period") has ended in the third quarter of 2016.