Green Cross Health Limited’s 2018 Annual Report Released

Consolidated Financial Statements
for the year ended 31 March 2018
Annual
Report

2 0 18

Green Cross Health’s legacy is in its
name and its symbol, the green cross,
which has been a marker of health
care for more than 900 years and this
continues today. While the history of our
cross goes back centuries, we’ve been
New Zealand owned and operated since
1981, initially as a pharmacy buying
group, and have since set our course as
a provider of primary health care services.

Annual Report 2018 |
03
Contents
04 Our purpose
08 Financial summary
11 Chair’s report
14 CEO report – Pharmacy division
18 CEO report – Medical division
21 CEO report – Community Health division
25 Directors’ declaration
26 Independent auditor’s report
30 Group financial statements
37 Notes to the financial statements
63 Group entities
68 Board of directors
71 Corporate governance
80 Other annual report disclosures
84 Shareholder information
87 Company directory

04
| GREEN CROSS HEALTH
Our purpose
We believe everyone in New Zealand has a right to
quality health care and we work together every day
to support healthier communities. Convenient access
to professional health care benefits everyone and
we are passionate about empowering people in our
communities to live well, stay well and feel good.
To achieve health and wellbeing requires a health care
system and professionals that know and connect with
people throughout life, not just when they are sick. Our
multi-disciplinary primary health care team connects
with thousands of people every day, in almost every
New Zealand community.
Green Cross Health’s promise is to provide the best health
support, care and advice to New Zealand communities.

Annual Report 2018 |
05
300
doctors
nurses
340
occupational
health services
medical centres
38
237,000 patients
Creating easy
access to good
healthcare, when,
how and where it
is needed
with services such as
prescription reminders
and remote health coaching
“Hi Jane, your repeat
prescription is now

ready to pick up from
your Pharmacy”
64
293
357
pharmacies
Green Cross Health
equity pharmacies
90
prescription
items dispensed
annually
MILLION
31.7
As at May 2018.
clients
21,400
clinical staff including
qualified nurses,
occupational therapists &
physiotherapists
community
nurses
166
community health
support workers
3,500
home visits
each year
million
3.8
t
Who we are

06
| GREEN CROSS HEALTH
We are passionate
about
Career development
and collegiality
Today, Green Cross Health has an 8,000-strong team
including doctors, nurses, pharmacists, community and
support staff, who care for our communities and look
after each other. We are also a network of franchisees
and business owners for whom we foster collegial
support and collaboration.
Good health care and advice is delivered by great
people and we invest in resources for our teams to
easily access ongoing learning and development
opportunities through the Green Cross Health Academy.
TeachMe is our award winning online learning platform
with 6,800 team members enrolled and 180 courses
available, including some leading to NZQA qualifications.
We have developed a leadership programme which
supports our managers to develop their own high
performing teams.
Offering a helping hand
We value our partnerships with the School of Pharmacy
at both the University of Auckland and the University
of Otago. We provide support with business education
sessions, awards for achievement and the graduation
ceremonies for New Zealand’s future pharmacists.
Access Community Health and Rural Women New
Zealand offer an annual scholarship to provide funds
for continuing education or career development. This
year’s recipient was Roberta Kaio, a Primary Mental
Health Coordinator in the Far North. Roberta planned
to use the funds towards her Masters of Nursing with
the University of Auckland.
This coming year, Green Cross Health will introduce a
similar scholarship to benefit a member of our medical
team who is looking to develop their career.

Annual Report 2018 |
07
Partnerships for the health of our communities
The Heart Foundation is one of many health organisations that Green
Cross Health has a long-standing relationship with. Through our network we
support The Heart Foundation on their mission to stop New Zealanders dying
prematurely from heart disease and help people with heart disease to live full
and productive lives.
Our Unichem and Life pharmacies raise funds during Big Heart Appeal, and
we also encourage people to understand and manage their own health with
free blood pressure and heart health checks.
Look Good Feel Better continues to be our primary community support
partner. Their purpose is to provide free Feel Better classes for any person
undergoing treatment for cancer.
In turn, our purpose is to spread the word about Feel Better classes and
to pass on information to people who may benefit from connecting with
Look Good Feel Better.
This year, Look Good Feel Better has extended their reach to help more
people in New Zealand by establishing Men’s Workshops.
For more information visit www.lgfb.co.nz

08
| GREEN CROSS HEALTH
Financial summary
So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the
financial statements and notes further on in this report.
2018
$’000
2017
$’000
We generate revenue from four sources:
Pharmacy retail and dispensary sales309,300292,998
Community Health fees128,885115,705
Medical fees52,72149,336
Other pharmacy and group provided services32,00329,606
Our costs to operate are primarily:
Wages and salaries222,165201,883
Costs of products sold198,791186,664
Other costs (marketing, governance, communications etc)43,610 38,415
Lease expense20,60419,665
Depreciation and amortisation7,1656,808
You can see how growth in pharmacy store sales, plus organic growth and acquisitions in
medical centres, and contract wins in community health have increased total sales. This
continued sales growth is reflected in ongoing additional costs, especially wages and
salaries and cost of products purchased. The increase in depreciation and amortisation
reflects the ongoing investment in pharmacies, medical centres and IT infrastructure.
After all income and expenses we earned:
Profit before tax29,55932,984
Tax expense(8,258)(8,631)
Profit after tax21,30124,353
Non-controlling interest(4,517)(4,711)
Profit after tax attributable to the Parent shareholders16,78419,642
Our underlying profit (excluding significant one-off items) was:
Profit after tax attributable to the parent shareholders16,78419,642
Less gain on settlement of option to buy medical centres-(2,764)
Add one off increase in leave liability from pay equity legislation1,940-
Underlying profit attributable to the Parent shareholders18,72416,878
This is a non-GAAP (Generally Accepted Accounting Practice) measure of financial
performance that we consider provides a better indication of the underlying
financial performance of the group for the year, by taking out material one-off
items that won’t reoccur. Please refer to note 7.3 for further explanation.

Annual Report 2018 |
09
2018
$’000
2017
$’000
So what happened to the profit and where did the cash go?
We started the year with a bank balance of18,19519,918
Our profit after tax (and after adjusting for non-cash items) was26,25226,843
We bought various businesses (7,149)(13,373)
We bought fixed assets(11,784)(10,350)
We repaid bank borrowings(16,314)(1,649)
We raised additional equity -187
We paid dividends to our shareholders(3,111)(2,959)
We paid dividends to our minority partners(2,264)(3,497)
Our working capital increased by6,9293,075
We ended the year with a bank balance of10,75418,195
20,000
16,000
8,000
12,000
4,000
0
Pro t after tax
($000’s)
2015201720162018
Net debt represents borrowings less bank balances
($000’s)
20,000
0
-20,000
-40,000
-60,000
2015201720162018
Financial summary

10
| GREEN CROSS HEALTH
As at
March
2018
$’000
As at
March
2017
$’000
So what is the Company worth?
We have total assets of255,084245,211
We have total liabilities of(127,021)(132,981)
So our equity is128,063112,230
Which represents a net asset value for each share of (cents)89.580.5
Net assets
($000’s)
150,000
100,000
50,000
0
2015201720162018
Dividends per share
(cents)
12
15
18
21
24
3
6
9
0
2015201720162018
Financial summary

Annual Report 2018 |
11
Chair’s report
Our growth strategy, via acquisition and improved operational performance,
has remained on track, with Group revenue growing by 7.2% to $523 million.
Net Profit after Tax attributable to shareholders was $16.8m, compared with
$19.6m in the prior year. This includes a one-off increase in unfunded Leave
Liability in 2018 of $1.9m (due to the implementation of pay equity legislation)
and a one-off Fair Value Gain in 2017 of $2.8m.
The Group’s Underlying Net Profit after Tax attributable to shareholders,
which removes one-off items, improved 10.9% to $18.7 million.
Net Cash Flows from Operating Activities of $33.2 million were up $3.3 million
on last year and have been applied to new acquisitions, capital investment,
dividends and debt reduction. Net borrowings reduced from $47.3m to
$38.5m at balance date.
In a challenging health care funding and retail environment we continue to
deliver earnings growth and have increased the financial capacity to continue
acquisitions in the primary health care sector.
We are confident that we are on track with our growth strategy to provide
accessible, quality primary health care to New Zealand communities.
During the last year we have made good progress with our
strategy to expand our reach as a provider of primary health
care services to more people in New Zealand.
7.2
%
revenue increase to $523 million
Investment in acquisitions
($000’s)
15,000
10,000
5,000
0
201720162018

12
| GREEN CROSS HEALTH
Highlights:
• Revenue of $523m (up 7.2%)
• Reported Net Profit after Tax attributable to shareholders of
$16.8m (down 14.6%)
• Underlying Net Profit after Tax attributable to shareholders of
$18.7m (up 10.9%)
• Medical Division performed strongly with revenue up 6.9%,
Operating Earnings up 26.1%, driven by improved operational
efficiency and successful acquisitions
• Pharmacy Division Operating Profit grew 3.5% on revenue
growth of 5.8%
• Revenue growth in the Community Health Division continued,
up 11.4%, a result of growth in nursing, ACC and DHB portfolios
• Net Cash from Operating Activities of $33.2m (up 10.9%)
Future focus:
We have a clear strategy across the Green Cross Health group to deliver
profitable growth, both organically and through acquisitions. We will
continue to develop primary care delivery models and retail health and
beauty solutions using physical and digital channels, to meet the growing
demands for health care and changing customer expectations.
We do not underestimate the challenges presented by funding and
workforce pressures across all areas of primary health care, and the threat
these factors pose to easy and equitable access to care. We therefore
welcome the recently announced government review of the health and
disability sector, and the opportunity it presents to improve the structure,
performance and, critically, the sustainability of health care provision.
In summary, we will continue to drive positive results from progressing
operational efficiency programmes and innovation throughout the Group.
Green Cross Health is committed to providing all New Zealanders with
products and services to live, look and feel their best.
Changes to the Board
In June 2017, after eight years on the Green Cross Health Board, Mr Keith
Rushbrook stepped down as an Independent Director and Ms Carolyn
Steele was appointed as an Independent Director. Carolyn is a Director
of Metlifecare Limited, a number of other Boards and previous Director
of Datacom Group Limited. Until 2016, Carolyn was a Portfolio Manager
at Guardians of New Zealand Superannuation, the Crown entity which
manages the New Zealand Superannuation Fund.
Chair’s report

Annual Report 2018 |
13
Dividend
The Directors have resolved to pay a fully imputed final dividend of 3.5 cents
per share to shareholders on the register at 5pm on 15 June 2018. The
dividend is consistent with the prior year, and will be paid on 29 June 2018.
This takes the full year dividend to 7 cents per share. The Dividend
Reinvestment Plan will not be operative for this dividend payment.
Thank you to our team
On behalf of our board and management team, I’d like to express our
gratitude and respect for the professional health care and advice that our
team delivers in pharmacies and medical centres, in people’s homes and
via remote support services. It is your skills, and the commitment you show
every day that supports the health of New Zealand communities. Thank you.
Peter Merton
Chair
29 May 2018
Operating revenue
($000’s)
450,000
500,000
400,000
350,000
300,000
250,000
200,000
2015201720162018
30,000
35,000
25,000
15,000
20,000
10,000
5,000
Operating pro t before interest and tax
($000’s)
2015201720162018
Chair’s report

14
| GREEN CROSS HEALTH
CEO report
Pharmacy division
During the past year we have continued our focus on
delivering products and services that improve customer
experience, engagement and health outcomes. We
introduced tools for our pharmacy teams to enable
convenient, multi-channel communication with customers.
An automated Prescription Reminder Service prompts customers about
scripts that are due, and opens up a clinical channel for conversations with
their pharmacists, which will help to improve medicines adherence. We are
building towards 1 million digital interactions annually via this service.
Our Living Rewards retail engagement programme has continued to grow to
1.5 million members. It provides the ability to reward and retain customers
and drive incremental sales via targeted marketing, personalised messaging
and curated content. These assets, combined with an improved omnichannel
offering, will ensure that we remain relevant and market competitive.
Embedding improved operational standards and promotional excellence
across the store network, in conjunction with licensees and supply partners,
supported retail product sales growth of 2%. These core retail disciplines
will continue to be a priority.
Growth in Pharmacy revenue and operating profit was achieved in a market
which was impacted by major infrastructure works in Auckland and Wellington
CBDs. Post-earthquake strengthening to many Wellington sites and mall
redevelopments in our main city centres, including the closure of a flagship
store, Life Pharmacy 277, in Newmarket, had a negative effect on trade.
5.8
%
revenue increase
3.5
%
operating profit increase

Annual Report 2018 |
15
We continued to take a leading industry role in raising the profile of
pharmacists as part of the primary health care team, and in facilitating
stronger relationships in multi-disciplinary teams. Our intention is to provide
a platform for the delivery of future-proofed health care models in which the
workforce is used to its best capacity.
Our contribution to industry groups and key contract negotiations has been
a focus for our leadership team this year and furthers our commitment
to support our pharmacists as their roles expand into becoming health
coaches for the community.
We are operating in a competitive market that provides customers with
plenty of choice. As the New Zealand retail landscape evolves, the expert
care and advice our teams provide is fundamental to maintaining our
market leading position. Our Green Cross Health Academy training and
development programme now has more than 6,000 people enrolled across
180 courses on our internationally award-winning TeachMe platform. This
has been instrumental in driving enhanced operational efficiencies and
customer experience.
31.7
million
prescription items dispensed
1. 5
million
Living Rewards members
Pharmacy operating revenue
($000’s)
250,000
300,000
350,000
200,000
150,000
100,000
2015201720162018
Pharmacy operating pro t before interest and tax
($000’s)
30,000
26,000
28,000
24,000
22,000
20,000
20152017*20162018*
Pharmacy operating revenue
($000’s)
250,000
300,000
350,000
200,000
150,000
100,000
2015201720162018
Pharmacy operating pro t before interest and tax
($000’s)
30,000
26,000
28,000
24,000
22,000
20,000
20152017*20162018*
*Excludes corporate costs
CEO report – Pharmacy division

16
| GREEN CROSS HEALTH

Annual Report 2018 |
17
Highlights:
• Revenue growth of 5.8% and Operating Profit up 3.5% over previous year
• 31.7 million prescription items dispensed – approximately 50% of
New Zealand’s community pharmacy prescriptions
• 1.5 million members in our customer engagement programme,
Living Rewards
• Opening of greenfield pharmacy sites co-located with
The Doctors Wynyard Quarter and The Doctors Huapai
Future focus
• Continuous implementation and monitoring of operational improvement
programmes and core retail disciplines across our network
• Redefine the Unichem and Life Pharmacy customer value propositions
to ensure retail relevance and excellence, and reduce friction in the on
and offline customer journeys
• Continue rollout of digital health and retail services and convenient
communications channels for superior customer engagement and
improved health outcomes.
Grant Bai
CEO Pharmacy and Medical
29 May 2018
CEO report – Pharmacy division

18
| GREEN CROSS HEALTH
CEO report
Medical division
Strengthening our presence and operational capacity in the
Medical division has been our key focus for this year. We have
invested in developing a skilled, experienced and focused
management team, and systems to drive growth. This focus has
been reflected in an improved financial result for the division.
Medical division revenue increased 6.9%, with Operating Profit up by
26.1%. A strong second half performance resulted in Operating Profit of
$2.2m, up from $1.5m in the second half of 2017.
Organic growth, investment in six medical centres, and the purchase of two
patient books resulted in an increase in enrolled patients of 30,200 (13%).
In addition, there has been an increase in the provision of urgent care and
walk in services, evidenced by the opening of a new X-ray and radiology
facility in Auckland.
We face health care challenges that are not unique to New Zealand, namely
aging populations, an increase in chronic diseases, rising health care costs,
infrastructure fragility and a shortage of skilled people. We operate in an
environment challenged by funding and equitable access issues.
The increased demand for health services will require a greater focus
towards primary and community based care. Green Cross Health is in a
strong position to be able to offer solutions and positively influence health
outcomes for our communities.
We have looked to new leadership models, collaborative multi-disciplinary
team initiatives, greater analytical rigour and use of technology to anticipate
patient demand, create capacity in our medical centres, and tailor our
services to meet patient needs. We will look to share experiences across
the network and continue to focus on these strategies, ultimately driving
better performance and health outcomes.
Navigating the challenges in primary health care requires collaboration and
new ways of providing care for patients. We are working with DHBs on
Neighbourhood Healthcare Homes, aiming to deliver better patient and staff
experience and improved quality of care. Initiatives have included implementing
phone triage and using mobile applications to deliver remote care.
The rapid change of pace in technology within health service and retail
health sectors presents transformative opportunities to help prevent
illness and to support health knowledge of our communities through easily
accessible channels. Providing innovative IT solutions for health coaching
and medicines adherance, for example, will pave the way for positive
measurable health outcomes.
6.9
%
revenue increase
26.1
%
operating profit increase

Annual Report 2018 |
19

20
| GREEN CROSS HEALTH
Recruiting and retaining skilled teams is critical to support future growth and
to provide the best patient experiences. During this year we have continued
to foster collaboration and collegial support, encouraging continuous
learning via our Green Cross Health Academy and career opportunities
across our group.
Highlights:
• Revenue increased 6.9% to $52.7m, with Operating Profit up by
26.1% to $3.7m
• Investment in six medical centres and the purchase of two patient books
resulted in an increase in enrolled patients of 30,200 (13%)
• Growth in the provision of urgent care and walk in services
• 30 medical centres under The Doctors brand
Future focus
• Network growth through targeted acquisition
• Identify and pursue operational efficiencies which can create capacity in
medical centres and lead to improved profitability
• Develop and deploy digital technologies to enhance the delivery of health
care with a focus on easier access and improved outcomes for patients.
Grant Bai
CEO Pharmacy and Medical
29 May 2018
13
%
increase in enrolled patients
to 237,000
60,000
40,000
50,000
30,000
20,000
10,000
0
Medical operating revenue
($000’s)
2015201720162018
Medical operating pro t before interest and tax
($000’s)
3,000
2,000
1,000
0
20152017*20162018*
4,000
*Excludes corporate costs
CEO report – Medical division

Annual Report 2018 |
21
CEO report
Community
Health division
The 2017–18 year was a challenging one for Community
Health, in particular the impact of the implementation of the
Guaranteed Hours and Pay Equity programmes. Whilst we
welcomed both programmes as providing well deserved
recognition for the hard work and commitment of our
support workers, they were complex to implement and were
accompanied by significant unfunded costs. Despite these
challenges, client numbers grew to more than 21,000 and our
team now makes more than 3.8 million care visits a year.
The Community Health team invested significant resource in the 2017-18
year to implement the Guaranteed Hours and Pay Equity programmes,
and manage the logistical and cost complexities that accompanied these
implementations.
The most notable financial impact was the $1.9 million one-off impact on
staff annual leave liabilities, whilst other related cost impacts contributed to
an erosion of profitability versus the prior financial year.
The Community Health team also implemented programmes designed
to improve operational efficiency, and to offset the cost pressures. More
than 50% of our Support Workers are now using our proprietary mobile
technology which improves efficiency with rostering and client appointments
and we anticipate full rollout in the coming year.
The business enjoyed another strong year of growth with total revenue
up 11.4% on the prior year. Our ACC portfolio grew 12.9%, and our Total
Care Health business grew 12.1%, benefitting significantly from expansion
in to the Taranaki and Hawkes Bay regions. Winning 50.0% of the Nelson
Marlborough DHB home and community support services contract was a
highlight of the 2017–18 year. This contract more than doubled our presence
in this region, and the complex transition plan was completed on time.
Despite being faced with significant challenges, we are very pleased with
the results achieved across our balanced scorecard which saw year on year
improved performance in our customer service measures, support worker
retention and in our health and safety performance.
11.4
%
revenue increase

22
| GREEN CROSS HEALTH

Annual Report 2018 |
23
Highlights:
• Revenue growth of 11.4% over previous year
• Expansion of Total Care Health business in to new regions
• Successful mobilisation of the Nelson Marlborough DHB contract
• Implementation of Pay Equity and Guaranteed Hours programmes
• Support Worker retention improved 13% versus prior year
Future Focus
• Continue to set the standard for outstanding client experience
in our sector
• Focus on the engagement of our workforce
• Expansion of our community nursing portfolio and a case mix requiring
more specialist health care skills for complex cases
• Harness technology to deliver greater clinical oversight, earlier
interventions and better outcomes for our clients.
Simon Lipscombe
CEO Community Health
29 May 2018
3.8
million
home visits
21,400
clients
140,000
120,000
80,000
100,000
60,000
40,000
20,000
0
Community Health operating revenue
($000’s)
2015201720162018
Community Health operating pro t
before interest and tax ($000’s)
2,000
1,500
1,000
500
0
20152017*20162018*
3,000
2,500
*Excludes corporate costs
CEO report – Community Health division

Annual Report 2018 |
25
Directors’
declaration
For the year ended 31 March 2018
In the opinion of the directors of Green Cross Health Limited, the financial
statements and notes, on pages 32 to 62:
• Comply with New Zealand generally accepted accounting practice
and give a true and fair view of the financial position of the Green
Cross Health Limited Group as at 31 March 2018 and the results of its
operations and cash flows for the year ended on that date.
• Have been prepared using appropriate accounting policies, which have
been consistently applied and supported by reasonable judgements and
estimates.
The directors believe that proper accounting records have been kept which
enable, with reasonable accuracy, the determination of the financial position
of the Group and facilitate compliance of the financial statements with the
Financial Reporting Act 2013.
The directors consider that they have taken adequate steps to safeguard the
assets of the Group, and to prevent and detect fraud and other irregularities.
Internal control procedures are also considered to be sufficient to provide
a reasonable assurance as to the integrity and reliability of the financial
statements.
The directors are pleased to present the financial statements of Green Cross
Health Limited for the year ended 31 March 2018.
For and on behalf of the Board of Directors:
Peter Merton
Chair
29 May 2018
Carolyn Steele
Director
29 May 2018

26
| GREEN CROSS HEALTH
Independent
auditor’s report
To the shareholders of Green Cross Health Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated financial statements of Green Cross
Health Limited (the Company) and its subsidiaries (the Group) on pages 32 to 62:
i. present fairly in all material respects the Group’s financial position as at 31 March
2018 and its financial performance and cash flows for the year ended on that
date; and
ii. comply with New Zealand Equivalents to International Financial Reporting
Standards and International Financial Reporting Standards.
We have audited the accompanying consolidated financial statements
which comprise:
• the consolidated statement of financial position as at 31 March 2018;
• the consolidated statements of comprehensive income, changes in equity and
cash flows for the year then ended; and
• notes, including a summary of significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(New Zealand) (‘ISAs (NZ)’). We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical
Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the New
Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s
responsibilities for the audit of the consolidated financial statements section
of our report.
Our firm has also provided other services to the Group in relation to tax compliance
and advisory services. Subject to certain restrictions, partners and employees of
our firm may also deal with the Group on normal terms within the ordinary course of
trading activities of the business of the Group. These matters have not impaired our
independence as auditor of the Group. The firm has no other relationship with, or
interest in, the Group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality
helped us to determine the nature, timing and extent of our audit procedures and
to evaluate the effect of misstatements, both individually and on the consolidated

Annual Report 2018 |
27
financial statements as a whole. The materiality for the consolidated financial
statements as a whole was set at $1.4 million determined with reference to a
benchmark of group profit before tax. We chose the benchmark because, in our
view, this is a key measure of the Group’s performance.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements in the
current period. We summarise below those matters and our key audit procedures
to address those matters in order that the shareholders as a body may better
understand the process by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose of our statutory
audit opinion on the consolidated financial statements as a whole and we do
not express discrete opinions on separate elements of the consolidated financial
statements.
The key audit matter: Impairment of goodwill ($123 million)
Refer to note 13 to the consolidated financial statements.
In recent years the Group has grown significantly through acquisitions in its
Pharmacy, Medical and Community Health business units which has resulted in
the recognition of goodwill on the balance sheet in the amount of $75.7 million,
$28.3 million and $19.0 million, respectively.
In the event that acquisitions under-perform compared to their business case,
there is a risk that the goodwill arising on acquisition may no longer be supported
by the value of the business acquired.
As disclosed in note 13, the Group uses a discounted cash flow model to
determine the recoverable amount of each cash generating unit to which goodwill
has been allocated. The key assumptions include:
• Revenue growth rates and achievement of operating cost efficiencies taking
into consideration the Group’s business unit plans and ensuring consistent
application of best practice across it’s pharmacies, medical centres and home
care operations;
• Discount rates based on a weighted average cost of capital applicable for
each of the cash generating units reflecting an assessment of the time value of
money and the risks specific to the business; and
• A terminal growth rate taking into consideration the long term inflation rate.
The annual impairment test performed by the Group was significant to our audit
due to the magnitude of the goodwill balance and because the assessment
process involved judgment about the future performance of the business units,
including considering future economic and market conditions.

28
| GREEN CROSS HEALTH
How the matter was addressed in our audit
Our audit procedures included:
• Ensuring the allocation of goodwill to cash generating units is appropriate;
• Evaluating the methodology, mathematical accuracy and assumptions applied
in the discounted cash flow models. We used our own valuation specialists to
assist us with the consideration of terminal growth and discount rates;
• Challenging management’s cash flow assumptions over revenue growth
and operating costs taking into consideration the expected impact of the
Group’s business plans on each cash generating unit by reference to their
historical performance and the internal and external factors that influence their
operations;
• Performing sensitivity analyses around the key assumptions used in the
models.
We did not identify material exceptions from procedures performed, and found the
judgements and assumptions used in the assessment of goodwill impairment to
be balanced.
Other Information
The Directors, on behalf of the Group, are responsible for the other information
included in the entity’s Annual Report. Other information includes the Directors’
Declaration and the other information included in the Annual Report. Our opinion
on the consolidated financial statements does not cover any other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our
responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have received the Directors Declaration and have nothing to report in regards
to it. The Annual Report is expected to be made available to us after the date of
this Independent Auditor’s Report and we will report the matters identified, if any,
to the Directors.
Use of this Audit Report
This independent auditor’s report is made solely to the shareholders as a body. Our
audit work has been undertaken so that we might state to the shareholders those
matters we are required to state to them in the independent auditor’s report and
for no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the shareholders as a body for our audit
work, this independent auditor’s report, or any of the opinions we have formed.
Independent
auditor’s report
(continued)

Annual Report 2018 |
29
Responsibilities of Directors for the consolidated financial statements
The Directors, on behalf of the Group, are responsible for:
• the preparation and fair presentation of the consolidated financial statements
in accordance with generally accepted accounting practice in New Zealand
(being New Zealand Equivalents to International Financial Reporting Standards)
and International Financial Reporting Standards;
• implementing necessary internal control to enable the preparation of a
consolidated set of financial statements that is fairly presented and free from
material misstatement, whether due to fraud or error; and
• assessing the ability to continue as a going concern. This includes disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless they either intend to liquidate or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the
consolidated financial statements
Our objective is:
• to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to
fraud or error; and
• to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs NZ will always detect a material misstatement
when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial
statements is located at the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/
auditors-responsibilities/audit-report-1/.
This description forms part of our Auditor’s Report.
The engagement partner on the audit resulting in this independent auditor’s report
is Aaron Woolsey.
For and on behalf of
KPMG
Auckland
29 May 2018

30
| GREEN CROSS HEALTH
Group financial
statements

Annual Report 2018 |
31
Consolidated statement of comprehensive income
32
Consolidated statement of changes in equity
34
Consolidated statement of financial position
35
Consolidated statement of cash flows
36
Group financial statements

32
| GREEN CROSS HEALTH
Consolidated statement
of comprehensive income
For the year ended 31 March 2018
Note2018
$’000
2017
$’000
Operating revenue5522,909487,645
Operating expenditure7.2(485,170)(446,627)
Depreciation and amortisation12,13(7,165)(6,808)
Share of equity accounted net earnings151,077 674
Operating profit before interest and tax31,651 34,884
Interest income208 394
Interest expense(2,300)(2,294)
Net interest expense(2,092)(1,900)
Profit before tax29,559 32,984
Income tax expense8(8,258)(8,631)
Profit after tax for the year21,301 24,353
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year21,301 24,353
Group financial statements

Annual Report 2018 |
33
Note2018
$’000
2017
$’000
Attributable to:
Shareholders of the Parent 16,784 19,642
Non-controlling interest4,517 4,711
Attribution of profit and comprehensive income to shareholders and non controlling
interest
21,301 24,353
Earnings per share:
Basic earnings per share (cents)911.88 14.23
Diluted earnings per share (cents)911.8514.18
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 37 to 62 form part of the financial statements.
Group financial statements

34
| GREEN CROSS HEALTH
Consolidated statement
of changes in equity
For the year ended 31 March 2018
NoteShare
capital
$’000
Retained
earnings
$’000
Non-
controlling
interest
$’000
Total
equity
$’000
Balance at 1 April 201676,57713,8353,728 94,140
Profit for the year19,642 4,711 24,353
Total comprehensive income for the year19,642 4,711 24,353
Transactions with owners, recorded directly in equity
Issue of shares7,253 7,253
Dividends to shareholders10(9,625)(9,625)
Distribution to non-controlling interests(3,496)(3,496)
Impact of other transactions with non-controlling interest(364)(88)(452)
Share scheme amortisation235757
Balance at 31 March 201783,88723,4884,855112,230
Balance at 1 April 201783,88723,4884,855112,230
Profit for the year16,7844,517 21,301
Total comprehensive income for the year16,7844,517 21,301
Transactions with owners, recorded directly in equity
Issue of shares6,7076,707
Dividends to shareholders10(9,818)(9,818)
Distribution to non-controlling interests(2,264)(2,264)
Impact of other transactions with non-controlling interest(108)(108)
Share scheme amortisation231515
Balance at 31 March 201890,60930,3467,108128,063
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 37 to 62 form part of the financial statements.
Group financial statements

Annual Report 2018 |
35
Consolidated statement
of financial position
As at 31 March 2018
Note2018
$’000
2017
$’000
Equity
Share capital90,60983,887
Retained earnings30,346 23,488
Total equity attributable to shareholders of the Parent120,955107,375
Non-controlling interest7,108 4,855
Total equity128,063 112,230
Current assets
Cash and cash equivalents10,75418,195
Trade and other receivables1136,731 33,859
Inventories34,19933,713
Total current assets81,684 85,767
Non-current assets
Property, plant and equipment1220,91621,966
Intangible assets13135,827 124,381
Deferred tax asset1410,393 7,970
Equity accounted group investments156,2645,127
Total non-current assets173,400 159,444
Total assets255,084 245,211
Current liabilities
Payables and accruals1672,501 62,410
Income taxes payable164,101 3,872
Borrowings1716,310 28,586
Total current liabilities92,912 94,868
Non-current liabilities
Payables and accruals161,195 1,162
Borrowings1732,914 36,951
Total non-current liabilities34,109 38,113
Total liabilities127,021 132,981
Net assets128,063 112,230
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 37 to 62 form part of the financial statements.
Group financial statements

36
| GREEN CROSS HEALTH
Consolidated statement
of cash flows
For the year ended 31 March 2018
Note2018
$’000
2017
$’000
Cash flows from operating activities
Dividend received15781 614
Receipts from customers519,823 488,148
Interest received208394
Payments to suppliers and employees(474,789)(449,024)
Interest paid(2,300)(2,294)
Income taxes paid(10,542)(7,920)
Net cash inflow from operating activities1833,181 29,918
Cash flows from investing activities
Purchase of property, plant, equipment and software intangibles(11,784)(10,350)
Acquisition of interests in equity accounted investments(1,048)-
Acquisition of interests in subsidiaries6(6,101)(13,379)
Net cash outflow from investing activities(18,933)(23,729)
Cash flows from financing activities
Proceeds from borrowings1757,312 9,068
Repayment of borrowings17(73,626)(10,716)
Shares issued for cash-187
Distribution to non-controlling interest(2,264)(3,497)
Dividends paid(3,111)(2,959)
Net cash outflow from financing activities(21,689)(7,917)
Net decrease in cash and cash equivalents(7,441)(1,728)
Add opening cash and cash equivalents18,195 19,918
Cash acquired: business combinations6-5
Closing cash and cash equivalents10,754 18,195
Reconciliation of closing cash and cash equivalents
to the consolidated statement of financial position:
Cash and cash equivalents10,754 18,195
Closing cash and cash equivalents10,754 18,195
The accompanying Statement of Accounting Policies and Notes to the
Financial Statements on pages 37 to 62 form part of the financial statements.
Group financial statements

Annual Report 2018 |
37
Notes to the
financial statements
For the year ended 31 March 2018
1. Reporting Entity
Green Cross Health Limited (the “Parent” or
the “Company”) is a New Zealand company
registered under the Companies Act 1993 and is
an FMC entity for the purposes of the Financial
Reporting Act 2013 and the Financial Markets
Conduct Act 2013. The Financial Statements
have been prepared in accordance with these
Acts. The Company is listed on the NZX Main
Board (“NZX”).
The consolidated financial statements of Green
Cross Health Limited comprise the Parent, its
subsidiaries, and its interest in associates and joint
ventures (together referred to as the “Group”).
2. Basis of preparation
(a) Statement of compliance
The financial statements have been prepared
in accordance with New Zealand Generally
Accepted Accounting Practice (“NZ GAAP”).
They comply with New Zealand equivalents
to International Financial Reporting Standards
(“NZ IFRS”), and other applicable Financial
Reporting Standards, and authoritative notices
as appropriate for a Tier one for profit entity.
They also comply with International Financial
Reporting Standards.
The financial statements were approved by the
Board of Directors on 29 May 2018.
(b) Basis of measurement
The financial statements of the Group are
prepared under the historical cost basis unless
otherwise noted within the specific accounting
policies below.
(c) Functional and presentation currency
These financial statements are presented in
New Zealand dollars ($), which is the functional
currency of the entities of the Group. All financial
information presented in New Zealand dollars
has been rounded to the nearest thousand.
(d) Significant estimates and judgments
The preparation of financial statements
in conformity with NZ IFRS’s requires the
Directors to make judgments, estimates and
assumptions that affect the application of
policies and reported amounts of assets,
liabilities, income and expenses. The estimates
and associated assumptions are based on
historical experience and various other factors
that are believed to be reasonable under the
circumstances, the results of which form the
basis for making judgments about carrying
values of some assets and liabilities. Actual
results may differ from these estimates.
In authorising the financial statements for the
year ended 31 March 2018, the Directors have
ensured that the specific accounting policies
necessary for the proper understanding of
the financial statements have been disclosed,
and that all accounting policies adopted are
appropriate for the Group’s circumstances and
have been consistently applied throughout the
year for all Group entities for the purposes of
preparing the consolidated financial statements.
Inherent in the application of certain
accounting policies, judgments and estimates
are required and the Directors note that the
actual results may differ from the judgments
and estimates made.
The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in
the period in which the estimate is revised if
the revision affects only that period, or in the
period of revision and future periods if the
revision affects both current and future periods.
Information about the significant areas of
judgment exercised or estimation in applying
accounting policies that have had a significant
impact on the amounts recognised in the
financial statements are described as follows:

38
| GREEN CROSS HEALTH
2. Basis of preparation
(continued)
(i) Classification of investments
Classifying investments as either subsidiaries,
associates or joint ventures requires the
Directors to assess the degree of influence
which the Group holds over the investee. In
arriving at a conclusion the Directors take into
account the constitutional structure of the
investee, governance arrangements, current
and future representation on the Board of
Directors, and all other arrangements which
might allow influence over the operating and
financial policies of the investee.
(ii) Impairment of goodwill and indefinite life
intangible assets
The carrying values of goodwill and intangible
assets with an indefinite useful life, are
assessed at least annually to ensure that they
are not impaired. This assessment requires
the Directors to estimate future cash flows
to be generated by cash generating units to
which goodwill and intangible assets with
indefinite useful lives have been allocated.
Estimating future cash flows entails making
judgments including the expected rate of
growth of revenues and expenses, margins
and market shares to be achieved, and the
appropriate rate to apply when discounting
future cash flows. Note 13 of these financial
statements provides more information on the
assumptions the Directors have made in this
area and the carrying values of goodwill and
indefinite life intangible assets. As the outcomes
in the next financial period may be different to
the assumptions made, it is impracticable to
predict the impact that could result in a material
adjustment to the carrying amount.
3. Basis of preparing Group
financial statements
(a) Subsidiaries
Subsidiaries are entities that are controlled by
the Group. Control exists when the Group is
exposed to, or has rights to, variable returns
from its involvement in the investee and has the
ability to affect those returns through its power
over the investee. Power arises when the Group
has existing rights to direct the relevant activities
of the investee, i.e. those that significantly affect
the investee’s returns. Control is assessed on a
continuous basis.
The Group consolidates the results of its
subsidiaries from the date that control
commences until the date on which control
ceases. At such point as control ceases, it
derecognises the assets, liabilities and any
related non-controlling interests and other
components of equity. Any interest retained in
the former subsidiary is measured at fair value
when control is lost.
The Group’s ownership interests in subsidiaries
ranges from 25% to 100% (2017: 25% to
100%). The Group has less than half of the
voting rights of a number of entities that are
consolidated. This is on the basis that the
Group’s contractual arrangements with these
entities result in them meeting the definition of
being subsidiaries as set out above.
(b) Non-controlling interests
Non-controlling interests are present ownership
interests and are initially measured at either
fair value or the non-controlling interests’
proportionate share of the acquiree’s identifiable
net assets. The choice of measurement basis
is determined on a transaction-by-transaction
basis. Under the proportionate interest method,
goodwill is not attributed to the non-controlling
interest and the Group recognises only its share
of goodwill whereas under fair value, the non-
controlling interest includes its proportionate
share of goodwill.
Changes in the Group’s interest in a subsidiary
that do not result in a change in the control
conclusion are accounted for as transactions
with equity-holders in their capacity as equity
holders.
While the group has 44 (2017: 42) subsidiaries
with non-controlling interests, there are no
subsidiaries with individually material non-
controlling interest.
(c) Transactions eliminated on consolidation
Intra-group balances, and any unrealised
income and expenses arising from intra-group
transactions, are eliminated in preparing the
consolidated financial statements. Unrealised
gains arising from transactions with equity
accounted investees are eliminated against
the investment to the extent of the Group’s
Notes to the financial statements

Annual Report 2018 |
39
interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence
of impairment.
(d) Goods and services tax (GST)
The statement of comprehensive income
has been stated so that all components are
exclusive of GST. All items in the statement of
financial position are stated net of GST with the
exception of receivables and payables, which
include GST invoiced.
(e) Comparatives
Certain comparative information has been
reclassified in order to provide a more
consistent basis for comparison.
(f) Statement of cash flows
The statement of cash flows has been prepared
using the direct method subject to the netting of
certain cash flows.
Cash flows in respect of investments and
borrowings that have been rolled-over under
arranged banking facilities have been netted in
order to provide meaningful disclosures.
Cash and cash equivalents comprise cash
balances and call deposits. Bank overdrafts
that are repayable on demand and form an
integral part of the Group’s cash management
are included as a component of cash and cash
equivalents for the purpose of the statement of
cash flows.
Operating activities include all cash received from
all revenue sources and all cash disbursed for all
expenditure sources including taxation refunds
or payments and other transactions that are not
classified as investing or financing activities.
Investing activities reflect the acquisition and
disposal of property, plant and equipment and
intangibles, loans to associates, and investments
in associates, subsidiaries and joint ventures.
Financing activities reflect changes in
borrowings and equity.
(g) Going concern
At the balance date the Group has a working
capital deficit of $11 million (2017: $9 million)
due to current borrowings that will be repaid
in the normal course of business. The financial
statements have been prepared on the going
concern basis as management believe there
will be sufficient cash flows generated from
operations to meet the Group’s obligations
as they fall due. The Group also has unused
available credit facilities of $22 million.
(h) Inventory
Inventories are measured at the lower of cost
and net realisable value. The cost of inventories
is based on a weighted average principle, and
includes expenditure incurred in acquiring the
inventories, production or conversion costs and
other costs incurred in bringing them to their
existing location and condition.
4. New standards and
interpretations issued and
not yet effective
A number of new standards, amendments
to standards and interpretations are not yet
effective for the year ended 31 March 2018.
These include the following new standards
and interpretations that are applicable to the
business of the Group, and have not been
applied in preparing these consolidated financial
statements:
• NZ IFRS 15 Revenue from Contracts with
Customers
• NZ IFRS 9 Financial Instruments
• NZ IFRS 16 Leases
NZ IFRS 15 Revenue from Contracts
with Customers
The standard establishes a comprehensive
framework for determining whether, how much
and when revenue is recognised. It replaces
existing revenue recognition guidance, including
NZ IAS 18 Revenue, NZ IAS 11 Construction
Contracts and NZ IFRIC 13 Customer Loyalty
Programmes. NZ IFRS 15 will become effective
for the Group’s financial reporting period
beginning on 1 April 2018. Management have
completed an initial assessment of the potential
impact of the adoption of NZ IFRS 15 and
believe that it will not have a material effect on the
consolidated financial statements of the Group.
Notes to the financial statements

40
| GREEN CROSS HEALTH
4. New standards and
interpretations issued and
not yet effective (continued)
NZ IFRS 9 Financial instruments
The standard replaces the existing guidance in
NZ IAS 39 Financial Instruments: Recognition
and Measurement. NZ IFRS 9 includes revised
guidance on the classification and measurement
of financial instruments, including a new
expected credit loss model for calculating
impairment on financial assets, and the new
general hedge accounting requirements. It also
carries forward the guidance on recognition and
de-recognition of financial instruments from NZ
IAS 39. NZ IFRS 9 will become effective for the
Group’s financial reporting period beginning on
1 April 2018. Management have completed an
initial assessment and, based on the financial
instruments that are expected to be held by
the Group in future reporting periods, does not
expect a significant change to the way in which
the Group will measures its financial instruments.
NZ IFRS 16 Leases
The Group has performed a preliminary
high-level assessment of the new standard
on its existing operating lease arrangements
as a lessee (refer to Note 22). Based on the
preliminary assessment, the Group expects
these operating leases to be recognised as
ROU assets with corresponding lease liabilities
under the new standard. The operating
lease commitments on an undiscounted
basis amount to approximately 28% of
the consolidated total assets and 44% of
consolidated total liabilities. Assuming no
additional new operating leases in future years
until the effective date, the Group expects
the amount of ROU asset and lease liability to
be lower due to discounting and as the lease
terms run down. The Group plans to adopt the
standard when it becomes effective in 2019.
All other remaining standards, amendments
and interpretations issued but not yet effective
have been assessed for applicability to the
Group and the Directors have concluded that
they are not applicable to the business of the
Group and will therefore have no impact on
future financial statements.
5. Segment reporting
The Group has three reportable segments:
pharmacy services, medical services and
community health.
The Group’s main operations are in the
pharmacy industry providing pharmacy
services through consolidated stores, equity
accounted investments and franchise stores.
The medical services segment includes fully
owned and equity accounted medical centres,
and support services provided to these medical
centres, as well as medical centres outside the
Group. The community health segment provide
services direct to the community to support
independent living.
The Board monitors the various revenue streams
within each reportable segment separately
however, they do not meet the criteria for
separate disclosure due to the following:
• Aggregation of the operating segments
within each reportable segment is
consistent with the core principal of NZ
IFRS 8, i.e. aggregating will not distort the
interpretation of the financial statements for
the users;
• The operating segments within each
reportable segment share the same
economic characteristics; and
• The nature of the products and services,
and the nature of the regulatory environment
are the same for the operating segments.
Notes to the financial statements

Annual Report 2018 |
41
Operating segments
Information about reportable segments
March 2018NotePharmacy
services
$’000
Medical
services
$’000
Community
Health
$’000
Corporate
$’000
Total
$’000
External revenues7.1341,303 52,721 128,885-522,909
Total revenue341,303 52,721128,885 - 522,909
Cost of products sold(198,791)- - - (198,791)
Employee benefit expense(61,721)(39,568)(118,935)- (220,224)
Lease expenses(16,491)(2,986)(1,128)- (20,605)
Other expenses(30,158)(6,710)(4,940)(1,802) (43,610)
Depreciation and amortisation(5,498)(608)(1,059)- (7,165)
Share of equity accounted net
earnings
240 837 - - 1,077
Segment Profit28,884 3,6862,823 (1,802) 33,591
One-off increase in unfunded leave
liability due to pay equity legislation
7.3(1,940)
Interest income208
Interest expense(2,300)
Profit before tax29,559
Tax expense(8,258)
Profit after tax21,301
Non-controlling interest(4,517)
Net profit attributable to the
shareholders of the Parent
16,784
Reportable segment assets190,614 34,42742,623 (12,580)255,084
Equity accounted investments2,1254,139 - - 6,264
Capital expenditure10,868 1,390 1,757 - 14,015
Reportable segment liabilities93,605 21,03424,962 (12,580)*127,021
*Intersegmental elimination
Notes to the financial statements

42
| GREEN CROSS HEALTH
5. Segment reporting (continued)
March 2017NotePharmacy
services
$’000
Medical
services
$’000
Community
Health
$’000
Corporate
$’000
Total
$’000
External revenues7.1322,604 49,336 115,705 -487,645
Total revenue322,604 49,336 115,705 - 487,645
Cost of products sold(186,664)- - - (186,664)
Employee benefit expense(58,565)(37,110)(106,208)- (201,883)
Lease expenses(15,556)(2,897)(1,212)- (19,665)
Other expenses(28,692)(6,339)(4,416)(1,731)(41,179)
Depreciation and amortisation(5,368)(600)(840)- (6,808)
Share of equity accounted net
earnings
140 534 - - 674
Segment Profit27,898 2,924 3,028 (1,731) 32,120
Fair value gain on put option7.32,764
Interest income394
Interest expense(2,294)
Profit before tax32,984
Tax expense(8,631)
Profit after tax24,353
Non-controlling interest(4,711)
Net profit attributable to the
shareholders of the Parent
19,642
Reportable segment assets187,956 35,338 39,380 (17,463)245,211
Equity accounted investments1,589 3,538 - - 5,127
Capital expenditure9,288 465 1,346 - 11,099
Reportable segment liabilities106,873 21,450 22,121 (17,463)*132,981
*Intersegmental elimination
Notes to the financial statements

Annual Report 2018 |
43
6. Business combinations
Business combinations acquired during the year include; The Doctors (Coastcare) Limited, The Doctors
(Whangaparaoa) Limited and Neptune Pharmacy (2017) Limited. None of these acquisitions are individually material
to the Group’s result.
Identifiable assets acquired and liabilities assumedCarrying
value
$’000
Fair value
$’000
Total assets660660
Identifiable net assets660660
Consideration transferred
Satisfied by:
Cash consideration 6,101
Deferred consideration -
Total consideration6,101
Less cash acquired (included in assets above) -
Net cash outflow 6,101
Goodwill
Goodwill recognised as a result of the acquisitions are as follows:
Total consideration6,101
Identifiable net assets(660)
Goodwill5,441
The amount of revenue included in the consolidated statement of comprehensive income is $3.8 million with a net
profit after tax of $0.1 million.
Notes to the financial statements

44
| GREEN CROSS HEALTH
7. Operating performance
7.1 Operating income2018
$’000
2017
$’000
Pharmacy retail and dispensary309,300292,998
Pharmacy other32,00329,606
Medical fee income52,72149,336
Home care 128,885115,705
522,909487,645
Revenue recognition
(i) Sale of goods
Revenue is recognised when the significant risks and rewards of ownership have been transferred to the customer
and the amount of revenue can be measured reliably, which is at point of sale in the case of pharmacy stores.
(ii) Rendering of services
The Group earns revenue from the provision of medical services and community health and services to associates,
joint ventures and franchisees. Revenue is recognised when services have been provided to patients and in the
case of other services, in accordance with the terms of the relevant franchise, marketing or other service support
agreements.
(iii) Loyalty programme
The Group operates its own Living Rewards loyalty programme. When a sale is made and points are earned, the
resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount
allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under
the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.
Notes to the financial statements

Annual Report 2018 |
45

7.2 Operating expenditure2018
$’000
2017
$’000
Cost of products sold 198,791186,664
Employee benefit expense 222,165201,883
Lease expenses20,60419,665
Change in fair value of vendor put option -(2,764)
Other expenses42,12039,945
Audit fees185238
Other services provided by auditors15758
Directors’ fees in respect of the Parent company 453440
Directors’ fees in respect of the subsidiary companies299237
Bad debts written off and movement in doubtful debt396261
485,170446,627
Auditor’s remuneration to KPMG comprises:
Annual audit of financial statements185185
Annual audit of financial statements - Prior year-53
185238
Other services provided by auditors:
Taxation services14658
Other services11-
15758
Tax services relate to compliance and related services. Other services relate to consulting assistance.
The employee benefit expense includes a non-recurring $1.94m cost as a result of the pay equity implementation
within the Community Health business not being fully funded by the Ministry of Health. As the increased liability has
not been matched by increased funding, reported profit has also reduced by $1.94m (2017: nil).

46
| GREEN CROSS HEALTH
7. Operating performance (continued)
7.3 Underlying Profit After Tax Attributable to the Shareholders of the Parent
(Non-GAAP disclosure)
Note2018
$’000
2017
$’000
Reported profit after tax attributable to the shareholders of the parent16,78419,642
Less gain on settlement of vendor put option5.1-(2,764)
Add one off increase in unfunded leave liability due to pay equity legislation5.1, 161,940-
Underlying profit after tax attributable to the shareholders of the parent18,72416,878
2018
cents per
share
2017
cents per
share
Basic underlying earnings per share
The calculation of basic underlying earnings per share is based on the underlying profit
attributable to equity holders of the parent and a weighted average number of ordinary
shares issued during the year of 141,278,420 (2017: 138,133,000).
13.2512.22
Diluted underlying earnings per share
The calculation of basic underlying earnings per share is based on the underlying profit
attributable to equity holders of the parent and a weighted average number of ordinary
shares issued during the year of 141,611,420 (2017: 138,751,000).
13.2212.16
The non-recurring items included in the reconciliation of underlying profit to the reported statutory profit after tax
measure are:
Unfunded effect of pay equity implementation on leave liability (2018)
The 2018 employee entitlements liability reflects a non-recurring $1.94m revaluation as a result of the pay equity
implementation within the Community Health business not being fully funded by the Ministry of Health.
Gain on Settlement of Vendor Put Option (2017)
Previous periods included a liability for a vendor put option liability in relation to the acquisition of Peak Primary. During
2017 this liability was settled resulting in a fair value gain of $2.764m.
Green Cross Health Limited refers to underlying profit, a non-GAAP financial measure, within these financial
statements and accompanying notes.
This is the first year that underlying profit has been presented in the consolidated financial statements. Underlying
profit has also been presented for the previous year to provide comparability.
Underlying profit provides a measure of financial performance that excludes significant, non-recurring items in order
to provide a more meaningful comparison of business trading performance across reporting periods. Non-recurring
items are those items that have not occurred in the past and are unlikely to occur in future reporting periods.
Underlying profit is also the financial measure used for internal reporting within the business.
The limited use of this non-GAAP financial measure is to supplement the GAAP measures provided so that readers
of the financial statements are able to obtain a broader understanding of the Group’s financial performance. It is
not intended to be a substitute for GAAP measures. Underlying profit is not defined by NZ GAAP and therefore the
measure presented in these financial statements may not be comparable to similar financial measures presented by
other entities.

Annual Report 2018 |
47
8. Income tax expense
(a) Income tax expense
2018
$’000
2017
$’000
Current tax expense(10,681)(10,348)
Deferred tax expense (see note 14)2,4231,717
Total income tax expense(8,258)(8,631)
Imputation credit account:
Available for use in subsequent periods $1,299,000 (2017: $1,988,000).
(b) Numerical reconciliation between tax expense & pre-tax accounting profit
Profit before tax29,55932,984
Income tax expense at 28%(8,277)(9,236)
(Add)/Deduct the tax effect of adjustments
Prior period adjustment(132)(312)
Other151917
(8,258)(8,631)
Taxation accounting policy
Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to
an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive
income or equity.
Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for
any under or over accrual in respect of prior periods.
Deferred tax is recognised using the balance sheet liability method, allowing for temporary differences between the
carrying amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A
deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are
reduced to the extent that it is no longer probable that the related benefit will be realised.
Notes to the financial statements

48
| GREEN CROSS HEALTH
9. Earnings and assets per share
The earnings per share, and dividend per share is calculated using the Group’s result divided by the weighted average
number of shares for the listed entity, Green Cross Health Limited.
2018
cents per
share
2017
cents per
share
Basic earnings per share11.8814.23
The calculation of basic earnings per share is based on the profit attributable to
equity holders of the parent and a weighted average number of ordinary shares
issued during the year of 141,278,420 (2017: 138,133,000).
Diluted earnings per share11.8514.18
The calculation of diluted earnings per share is based on the profit attributable to
equity holders of the parent and a weighted average number of ordinary shares
issued during the year after adjustment for the effects of all dilutive ordinary shares
of 141,611,420 (2017: 138,751,000 ).
Net tangible (liabilities) / assets per share(12.68)(14.42)
The calculation of net tangible assets per share is based on net assets less deferred
tax and intangible assets (refer Note 13 and Note 14) and the closing number of
ordinary shares at the end of the year.
Net assets per share89.4680.45
The calculation of net assets per share is based on net assets and the closing
number of ordinary shares at the end of the year.
10. Dividends to shareholders of the Parent company
Dividends per share 7.00 7.00
In December 2017 Green Cross Health Limited paid an interim dividend of 3.5 cents per qualifying ordinary shares
to shareholders, which was fully imputed to 28%.
In June 2017 Green Cross Health Limited paid a final dividend for the March 2017 year of 3.5 cents per qualifying
ordinary shares to shareholders, which was fully imputed to 28%.
Notes to the financial statements

Annual Report 2018 |
49
11. Trade and other receivables
2018
$’000
2017
$’000
Trade receivables22,03719,353
Accrued income13,74212,550
Other receivables and prepayments1,7042,646
Provision for doubtful debts(752)(690)
36,73133,859
12. Property, plant and equipment
Opening cost59,38052,620
Acquisitions through business combinations7711,115
Additions7,5546,284
Disposals(1,786)(639)
Closing cost65,91959,380
Opening accumulated depreciation40,05435,017
Depreciation for the period5,4585,304
Disposals(509)(267)
Closing accumulated depreciation45,00340,054
Closing book value20,91619,326
Work in progress-2,640
Total property, plant and equipment20,91621,966
Property, plant and equipment accounting policy
Property, plant and equipment owned by the Group is stated at cost less accumulated depreciation and any
impairment losses.
Property, plant and equipment acquired in stages is not depreciated until the asset is ready for its intended use.
Depreciation is provided on a straight-line basis on all property, plant and equipment components to allocate the
cost of the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life
of the lease if shorter. The residual values and remaining useful lives of asset components are reviewed at least
annually.
Current estimated useful lives of property, plant and equipment are between two and twelve years.
Subsequent expenditure that extends or expands the useful life of property, plant and equipment or its service
potential is capitalised. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the
asset is disposed of.
Notes to the financial statements

50
| GREEN CROSS HEALTH
13. Intangible assets
Software and other intangible assetsNote2018
$’000
2017
$’000
Opening cost13,0078,894
Acquisitions through business combinations6 --
Additions7,1884,125
Disposals-(12)
Closing cost20,91513,007
Opening accumulated amortisation5,6784,186
Amortisation for the period1,7071,504
Disposals-(12)
Closing accumulated amortisation7,3855,678
Closing book value12,8107,329
Goodwill
Opening cost117,052108,535
Other acquired goodwill524-
Additions6 5,4418,517
Closing cost123,017117,052
Total intangible assets135,827124,381
Intangible assets accounting policy
Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment
losses with the exception of goodwill (see below).
Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.
Amortisation is provided on a straight-line basis for software to allocate the cost of the asset (less any residual value)
over its useful life. The residual values and remaining useful lives of software are reviewed at least annually. Other
intangible assets represent franchisee, store rebranding costs and have an indefinite life.
Estimated useful lives of the asset classes are:
Software: 3 – 5 years
Subsequent expenditure that extends or expands the useful life of an intangible asset or its service potential is
capitalised. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which
the intangible asset is disposed of.
Intangible assets disclosed in the financial statements relate to computer software, trademarks and other indefinite life
intangible assets. Indefinite life intangible assets are tested annually for impairment.
Notes to the financial statements

Annual Report 2018 |
51
Goodwill accounting policy
Goodwill arises on the acquisition of subsidiaries. Goodwill represents the excess of the purchase consideration over
the fair value of the net identifiable tangible and intangible assets at the time of acquisition.
Goodwill is allocated to the relevant cash generating units expected to benefit from the acquisition and tested for
impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.
If the recoverable amount is less than the carrying amount of the cash generating unit then an impairment loss is
recognised in profit and loss and the carrying amount of the asset is written down. Recoverable amount is calculated
as the greater of the fair value less cost to sell and value in use.
The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any
gain or loss on disposal.
Impairment testing
Discounted cash flow (DCF) models have been based on three year forecast cash flow projections. The Board
approved budget for the year-ending 31 March 2019 is the basis for the first year’s projections and projections for
subsequent periods have been based on the Group’s three year business plan. Terminal cash flows are projected to
grow in-line with the New Zealand long-term inflation rate.
Impairment test assumptions 2018
Pharmacy servicesMedical servicesCommunity Health
Discount rate - post tax10.6%8.4%9.9%
Terminal growth rate1.8%1.8%1.8%
Carrying amount of goodwill allocated to the unit ($000)75,68728,36618,964
Carrying value of other intangible assets with indefinite
useful lives ($000)
2,047-1,201
Impairment test assumptions 2017
Pharmacy servicesMedical servicesCommunity Health
Discount rate - post tax11.0%9.5%10.2%
Terminal growth rate2%2%2%
Carrying amount of goodwill allocated to the unit ($000)73,23824,85018,964
Carrying value of other intangible assets with indefinite
useful lives ($000)
2,061--
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the
lowest level within the Group at which the goodwill is monitored for internal management purposes. Within pharmacy
and medical, whilst a cash generating unit (CGU) may be an individual store or medical centre, goodwill is allocated
across all operations within a division that have similar economic characteristics and collectively benefit from
acquisitions that increase the Group’s portfolio.
Sensitivities
No impairment was identified for any CGU tested as a result of this review, nor under any reasonable possible change
in any key assumptions described above.
Notes to the financial statements

52
| GREEN CROSS HEALTH
14. Deferred tax asset
The movement in deferred tax asset during the year is made up of the following:
Opening
$’000
Recognised in
profit or loss
$’000
Closing
$’000
Group – 2018
Property, plant and equipment1,7802812,061
Provisions and accruals5,0181,3476,365
Tax losses1,1727951,967
7,9702,42310,393
Group – 2017
Property, plant and equipment1,5372431,780
Provisions and accruals4,5424765,018
Tax losses1749981,172
6,2531,7177,970
Notes to the financial statements

Annual Report 2018 |
53
15. Equity accounted group investments
2018
$’000
2017
$’000
The movement in equity accounted investments comprises:
Opening carrying amount5,1275,067
Investment in associates and joint ventures1,071-
Disposal of associates and joint ventures(230)-
Share of net earnings1,077674
Dividend(781)(614)
6,2645,127
There are no individually material associates or joint ventures.
Amount of goodwill within the carrying amount of equity accounted group investments:
Opening carrying amount3,2083,208
(Disposal) / investment in associates and joint ventures850-
4,0583,208
Summary associate and joint venture financial information
The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:
Assets
$’000
Liabilities
$’000
Revenue
$’000
Net profit
after tax
$’000
As at and for the year ended
31 March 2018
12,5736,85646,6822,855
As at and for the year ended
31 March 2017
11,1476,40641,3912,209
Reporting dates
The controlled entities and all associates have a 31 March reporting date.
Notes to the financial statements

54
| GREEN CROSS HEALTH
15. Equity accounted group investments (continued)
Investments in associates and joint ventures accounting policy
An associate is an investee over which the Group has significant influence, which is the power to participate in the
financial and operating policy decisions of the investee but not to control or jointly control those policies.
A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the
net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which
only exists when decision about the relevant activities require the unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements
of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group
financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other
comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate
or joint venture investment is included in the carrying amount of the investment net of dividends received. Where
the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint
venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to
continue doing so. The equity method is discontinued where the Group ceases to exert significant influence over
the investee.
Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group. Where
a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies of the
Group, the most significant of these being the recognition of deferred tax.
16. Trade and other payables and income taxes payable
2018
$’000
2017
$’000
Trade payables32,30128,580
Payable to non-controlling interest2,6733,366
Accruals17,78814,672
Employee entitlements19,73915,792
72,50162,410
Income tax payable4,1013,872
Non-current income in advance1,1951,162
77,79767,444
Employee entitlements accounting policy
Employee entitlements for salaries, bonuses, long service and annual leave are provided for and recognised as a
liability when benefits are earned by employees but not paid at the reporting date.
The 2018 employee entitlements liability reflects a non-recurring $1.94m revaluation as a result of the pay equity
implementation within the Community Health business not being fully funded by the Ministry of Health. As the
increased liability has not been matched by increased funding, reported profit has also reduced by $1.94m (2017: nil).
Notes to the financial statements

Annual Report 2018 |
55
17. Borrowings
2018
$’000
2017
$’000
Current16,31028,586
Non-current32,91436,951
49,22465,537
The Group’s interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin. The
current interest rate is between 3.82% and 5.61% (2017: 3.6% – 6.15%). A 0.5% increase/decrease in the effective
interest rate would result in a decrease/increase in after tax profit of $246,000 or ($246,000).
Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of Bank New
Zealand covering all loans held by the parent and subsidiary companies. Loans within partnership subsidiaries are
covered by a GSA agreement over the individual business assets.
Security has also been provided by Green Cross Health Limited in favour of ANZ in relation to one Pharmacy
subsidiary.
During the year, the Group changed its primary lender from ANZ to BNZ and restructured its borrowing facilities to
enable the Group to better fund growth opportunities as they present themselves. As at balance date, the Group has
undrawn banking facilities of $22m (2017: nil).
As at balance date, three subsidiaries are in breach of covenanted ratios in respect of their bank borrowings. The
breaches have been remedied subsequent to balance date and borrowings amounting to $2m have been classified
as current in these financial statements.
Borrowings and advances accounting policy
Borrowings and advances are initially recognised at fair value, including directly attributable transaction costs.
Subsequent to initial recognition, borrowings and advances are measured at amortised cost using the effective
interest method, less any impairment losses on advances.
Notes to the financial statements

56
| GREEN CROSS HEALTH
18. Operating cash flows reconciliation
2018
$’000
2017
$’000
Profit after tax for the year21,30124,353
Add/(deduct) non-cash items:
Depreciation and amortisation7,1656,808
Change in fair value of vendor put option-(2,764)
Other non-cash items(2,214)(1,554)
Add/(deduct) changes in working capital items:
Receivables and accruals(3,086)503
Inventory (211)(881)
Payables and accruals 10,2263,453
Net cash inflow from operating activities33,18129,918
19. Shares on issue
2018
’000
2017
’000
Shares authorised and on issue
Opening number of shares139,835137,284
Shares issued – fully paid3,6512,701
Shares issued – partly paid--
Shares cancelled – partly paid-(150)
143,486139,835
Shares held as treasury stock(333)(333)
143,153139,502
All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.
Treasury stock
The redeemable ordinary shares held by Life Pharmacy Trustee Company Limited to satisfy the Senior Management
incentive schemes have not been included in the calculation of the total number of shares issued by the Group as
these shares have not been issued externally by the Group.
Share capital
Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised
as a deduction from equity.
Notes to the financial statements

Annual Report 2018 |
57
20. Financial instruments
The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and
cash equivalents, borrowings, trade and other receivables and trade and other payables.
Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at
their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions of
the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial
assets expire or if the Group transfers the financial asset to another party without retaining control or substantially all
risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified in the contract
expire or are discharged or cancelled.
Financial assets are classified as loans and receivables and financial liabilities at amortised cost with exception of the
vendor put liability, which is measured at fair value through profit and loss.
Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that
arise in the normal course of operations.
Credit risk
The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented
by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to
any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.
The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal
trade terms (unsecured, to a maximum of 50 days). At any one time, the Group generally has amounts owed to and
amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct
debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly
monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the
ultimate parent financial institution) used by the Group.
The status of trade receivables at reporting date is as follows:
Gross receivableImpairmentGross receivableImpairment
2018
$’000
2018
$’000
2017
$’000
2017
$’000
Not past due31,616-29,946-
Past due 0-30 days2,171-892-
Past due 31-120 days1,269-1,333-
Past due more than 120 days2,427(752)2,378(690)
Total 37,483(752)34,549(690)
Notes to the financial statements

58
| GREEN CROSS HEALTH
20. Financial instruments (continued)
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity
requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities
to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls. The
following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash flow basis:
2018
Carrying
Value
$’000
Contractual
cash flows
$’000
Less than
one year
$’000
Between one
year and
two years
$’000
Between two
years and
five years
$’000
Borrowings49,22452,07417,83610,74923,489
Trade and other payables52,76252,76252,762- -
Total non-derivative liabilities101,986104,83670,59810,74923,489
2017
Borrowings65,53769,14630,60024,26714,278
Trade and other payables46,61846,61846,618- -
Total non-derivative liabilities112,155115,76477,21824,26714,278
Market risk
As interest rates change, the fair value of financial instruments may change. Refer to note 17 for details of the interest
rates for the group loans and borrowings, which are the most significant financial instruments.
Capital management
The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed
capital requirements.
The allocation of capital between its specific business segments’ operations and activities is, to a large extent,
driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific
business segment operations and activities is undertaken independently of those responsible for the operation.
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of
Directors.
The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,
cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2018
and 31 March 2017. The assessment of fair value relating to borrowings was determined by reference to observable
market data (level 2).
Notes to the financial statementsNotes to the financial statements

Annual Report 2018 |
59
21. Related parties
During the period, there was one director who had a shareholding in a subsidiary and also had a shareholding in the
Parent company.
The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The
Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items
such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.
The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting
services, based on commercial terms, for some of the stores.
The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the
return on investment/profit sharing arrangements relating to these investments.
Related party transactions for the Group:
Transaction valueBalance outstanding
2018
$’000
2017
$’000
2018
$’000
2017
$’000
Equity earnings from associates1,077 674 - -
Franchise fees and on-charged costs with equity accounted investments10743271
Management service charges to equity accounted investments1,1561,128447126
Total owing from equity accounted investments474127
Receivable from other related parties8051,551
Payable to non-controlling interests (note 16)2,6733,366
Key management personnel remuneration
The Group provides compensation to key management personnel which comprises the directors and executive
officers. The CEO and other senior executives also participate in the share option scheme. Key management
personnel (includes the divisional CEO’s, the Group COO/CFO and company directors) compensation comprised:
2018
$’000
2017
$’000
Short-term employee benefits 1,9931,844
Share vesting costs1557
2,0081,901
Notes to the financial statementsNotes to the financial statements

60
| GREEN CROSS HEALTH
22. Non-cancellable operating leases
2018
$’000
2017
$’000
Non-cancellable operating leases
Due within one year21,67124,201
Due between one and five years 61,58160,182
Due after five years14,71830,637
97,970115,020
The future lease payments comprise leased office equipment, vehicles and premises.
Leases accounting policy
The Group is party to operating leases as a lessee. The lessors retain substantially all of the risks and rewards of
ownership of the leased assets. Operating lease payments are recognised and included in the profit and loss on a
straight line basis over the period of the lease.
Lease incentives received are recognised in the profit and loss as an integral part of the total lease expense over the
life of the lease, with any unamortised incentive recognised as a liability in the statement of financial position.
Notes to the financial statements

Annual Report 2018 |
61
23. Share based payments
(a) Description of share-based payment arrangements
At 31 March 2018, the Group had the following share-based payment arrangements:
Redeemable ordinary shares granted to senior managers: 100,000 instruments were granted on 14 February 2014,
which are exercisable over the period 1 December 2015 to their expiry date on 1 December 2019, with no more than
one third being exercisable prior to 1 October 2016 and two thirds prior to 1 October 2017. In addition, a further
300,000 instruments were granted on 29 June 2015, which are exercisable over the period from 28 April 2017 to their
expiry date on 28 April 2020, with no more than one third being exercisable prior to 28 April 2017 and two thirds prior to
28 April 2018.
The Redeemable Ordinary Shares (ROS) have been issued by the parent to Life Pharmacy Trustee Company Limited
as trustee of a trust that holds the shares on behalf of the employees. Each ROS is partly-paid to $0.01 and carries
an entitlement to dividends and voting rights in proportion to the extent paid. On exercise, the ROS are fully paid and
converted into ordinary shares. The total charged to the profit and loss in the period was $15,262 (2017: $56,528).
(b) Measurement of fair value
The fair value of the ROS has been calculated using the Black-Scholes formula. The inputs used in the measurement
of the fair values at the grant-date of the ROS were at follows:
Senior management
2017 – 20182016
Fair value at grant date- $0.52
Share price at grant date- $2.37
Exercise price- $2.37
Expected volatility- 30%
Expected life- 3 years
Expected dividends- 0.1%
Risk-free rate- 2.8%
The expected life is the mid-point of the three tranches under which each of the schemes can be exercised from the
grant date. Expected volatility has been based on an evaluation of the historic volatility of the Parent’s share price.
There were no ROS issued to key or senior managers during the 2018 or 2017 financial years.
Notes to the financial statements

62
| GREEN CROSS HEALTH
23. Share based payments (continued)
(c) Reconciliation of outstanding ROS
Number of
instruments 2018
’000
Weighted average
exercise price
2018
Number of
instruments 2017
’000
Weighted average
exercise price
2017
Outstanding at 1 April333$1.90617$1.91
Cancelled during the year--(150)$2.37
Exercised during the year--(134)$1.43
Granted during the year----
Outstanding at 31 March333$1.90333$1.90
Exercisable at 31 March33n/a-n/a
Instruments outstanding at 31 March 2018 had exercise prices of $1.25 – $2.37 (2017: $1.25 – $2.37) and a
weighted average contractual life of 2.1 years (2017: 3.1 years). The weighted average share price at the date of
exercise for ROS during the year was nil (2017: $1.90).
Share based payments accounting policy
Equity-settled share based payments awarded to employees are measured at fair value at the date of grant and are
recognised as an employee expense, with a corresponding increase in equity, over the period from the date of grant
to the date on which the employees become unconditionally entitled to the option. The fair value at grant date is
determined using an appropriate valuation model.
At each reporting date, the Group revises the estimate of the number of options expected to vest. The cumulative
expense is revised to reflect the revised estimate, with a corresponding adjustment to equity.
24. Subsequent events
On 29 May 2018 Green Cross Health Limited declared dividends of 3.5 cents per qualifying ordinary share, which
will be fully imputed to 28%.
No adjustments are required to these financial statements in respect to this event.
Notes to the financial statements

Annual Report 2018 |
63
Group entities
For the year ended 31 March 2018
The current Green Cross Health Limited group structure comprises 132 companies.
The group entities are as follows:
Legal ParentHoldingActivity
Green Cross Health LimitedFranchisor & investment
Controlled entities
280 Queen Street (2005) Limited43.9% Pharmacy
Access Health Services Limited100.0% Non-trading
Access Homehealth Limited100.0% Community Health
Albany Pharmacy Limited49.0% Pharmacy
Alexandra Pharmacy (2013) Limited48.5% Pharmacy
Amcal Chemists (N.Z.) Limited100.0% Non-trading
Amida Training Limited100.0% Non-trading
Apollo Pharmacy (2014) Limited49.0% Pharmacy
Bay of Plenty Pharmacies Limited100.0% Pharmacy
Bayfair Pharmacy (2010) Limited49.0% Pharmacy
Bayfair Pharmacy Limited100.0% Non-trading
Baymed Group (2013) Limited100.0% Medical Centre
Birkenhead Pharmacy (2011) Limited48.5% Pharmacy
Botany Downs Pharmacy Limited25.0% Pharmacy
Botany Pharmacy (2016) Limited49.0% Pharmacy
Care Chemist Limited100.0% Non-trading
Care Chemist Pakuranga (2008) Limited49.0% Pharmacy
Centre City Pharmacy (2004) Limited43.9% Pharmacy
Chemist Express Limited49.0% Pharmacy
Christchurch Pharmacy (2015) Limited49.0% Pharmacy
Davies Corner Pharmacy Limited25.0% Pharmacy
Discovery Pharmacy (2016) Limited100.0% Non-trading
Dispensaryfirst Limited100.0% Non-trading
Endeavour Pharmacy (2016) Limited100.0% Non-trading
Fred Thomas Pharmacy (2015) Limited49.0% Pharmacy
Gascoigne Medical Services Limited59.7% Medical Centre
Glenfield Mall Pharmacy Limited48.5% Pharmacy
Green Cross Health Direct Limited100.0% Non-trading
Green Cross Health Medical Limited100.0% Investment
Green Cross Health Medical Solutions Limited100.0% Services to medical centres
Green Cross Health Primary Limited100.0% Services to medical centres
Green Cross Health Workplace Limited100.0% Health services
Guthries Pharmacy Limited49.0% Pharmacy
Harbour City Pharmacy (2011) Limited48.6% Pharmacy

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| GREEN CROSS HEALTH
Hastings Pharmacy (2013) Limited49.0% Pharmacy
Hawkes Bay Pharmacies Limited49.0% Pharmacy
Health Services Limited100.0% Investment
Helensville Pharmacy (2008) Limited48.5% Pharmacy
Highland Park Pharmacy (2009) Limited48.5% Pharmacy
Hurstmere Pharmacy (2008) Limited49.0% Pharmacy
Hutt Valley Pharmacies 2014 Limited48.0% Pharmacy
J-Mall Pharmacy Limited49.0% Pharmacy
Knox Pharmacy 2010 Limited48.5% Pharmacy
Lake Taupo Pharmacy (2008) Limited48.5% Pharmacy
Levin Pharmacy (2005) Limited100.0% Pharmacy
Life Pharmacy Albany Limited49.0% Pharmacy
Life Pharmacy Centre Place (2009) Limited49.0% Pharmacy
Life Pharmacy Limited100.0% Non-trading
Life Pharmacy Sylvia Park Limited49.0% Pharmacy
Life Pharmacy Trustee Company Limited100.0% Non-trading
Life Pharmacy Wall Street Dunedin Limited49.1% Pharmacy
Manawatu Pharmacies Limited49.0% Pharmacy
Manners Pharmacy (2016) Limited49.0% Pharmacy
Manukau Pharmacy (2011) Limited49.1% Pharmacy
Moorhouse Pharmacy 2003 Limited25.0% Pharmacy
Motueka Medical (2013) Limited74.8% Medical Centre
Neptune Pharmacy (2017) Limited49.0% Pharmacy
New Lynn Pharmacy (2015) Limited48.8% Pharmacy
New Plymouth Pharmacy (2015) Limited48.5% Pharmacy
Northlands Pharmacy (2003) Limited49.3% Pharmacy
Onehunga Medical 2012 Limited100.0% Medical Centre
Palms Pharmacy (2013) Limited48.5% Pharmacy
Parklands Pharmacy (2015) Limited49.0% Pharmacy
Peak Primary Limited100.0% Medical Centre
Pharmacy 277 Limited49.1% Pharmacy
Pharmacy B102 Limited48.5% Pharmacy
Pharmacy G101 Limited49.0% Pharmacy
Pharmacy J104 Limited49.0% Pharmacy
Pharmacy K103 Limited49.0% Pharmacy
Pharmacy L105 Limited49.0% Pharmacy
Pharmacy N106 Limited49.0% Pharmacy
Pharmacy Management Limited100.0% Investment
Pharmacy Store Holdings Limited100.0% Investment
Controlled entitiesHoldingActivity
Group entities

Annual Report 2018 |
65
Pharmacybrands Limited100.0% Non-trading
Pharmacybrands On-line Limited100.0% Non-trading
Queen Street Pharmacy (2015) Limited49.0% Pharmacy
Radius Medical Limited100.0% Non-trading
Radius Medical Solutions Limited100.0% Non-trading
Radius Pharmacy Greenmeadows Limited49.0% Pharmacy
Radius Pharmacy Limited100.0% Franchisor and Investment
Radius Pharmacy Lower Hutt Limited48.5% Pharmacy
Radius Pharmacy Napier Limited48.8% Pharmacy
Radius Pharmacy Riccarton Limited49.0% Pharmacy
Radius Pharmacy Te Rapa Limited48.8% Pharmacy
Radius Pharmacy Upper Hutt Limited49.5% Pharmacy
Radius Pharmacy Waikanae Limited48.5% Pharmacy
Radius Pharmacy Wanganui Limited49.0% Pharmacy
Radius Ti Rakau Limited100.0% Medical Centre
Riccarton Mall Pharmacy 2000 Limited49.0% Pharmacy
RPG Medicine Management Limited25.0% Pharmacy
Russell Street Pharmacy Hastings (2015) Limited48.5% Pharmacy
Shirley Pharmacy Limited100.0% Pharmacy
Shore City Pharmacy (2010) Limited48.5% Pharmacy
Shore City Pharmacy Limited100.0% Non-trading
Smart Pharmacy Limited100.0% Non-trading
St James Pharmacy (2015) Limited100.0% Non-trading
St Lukes Pharmacy Holdings Limited49.0% Pharmacy
Stokes Valley Pharmacy (2009) Limited48.5% Pharmacy
Tauranga Pharmacy (2012) Limited48.5% Pharmacy
Timaru Pharmacy (2013) Limited48.1% Pharmacy
Trident Pharmacy (2017) Limited49.0% Pharmacy
The Doctors (Coastcare) Limited100.0% Medical Centre
The Doctors (Hastings) Limited71.2% Medical Centre
The Doctors (Huapai) Limited100.0% Medical Centre
The Doctors (Whangaparaoa) Limited100.0% Medical Centre
The Doctors (Wynyard) Limited100.0% Non-trading
Total Care Health Services Limited100.0% Community Health
Tower Junction Pharmacy Limited48.5% Pharmacy
Unichem Chemists (N.Z.) Limited100.0% Non-trading
Upper Hutt Health Centre Pharmacy Limited25.0% Pharmacy
Upper Riccarton Pharmacy Limited25.0% Pharmacy
Waiuku Medical Pharmacy (2010) Limited48.5% Pharmacy
Controlled entitiesHoldingActivity
Group entities

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Controlled entitiesHoldingActivity
Waiuku Pharmacy (2005) Limited100.0% Non-trading
Waiuku Pharmacy (2016) Limited48.8% Pharmacy
West City Pharmacy (2010) Limited48.5% Pharmacy
Wellington Pharmacy (2016) Limited49.0% Pharmacy
Willis Street Pharmacy Limited25.0% Pharmacy
Joint Venture entities
Pharmacies Instore Limited50.0% Retail
Unichem Export Limited30.0% Wholesale
Associate entities
Accident & Medical Centre Quaymed Limited25.0% Medical Centre
Albany Family Medical Centre Limited50.0% Medical Centre
Huapai Pharmacy (2017) Limited25.1% Pharmacy
Radius Medical Whakatane Properties Limited50.0% Medical Centre
Silverstream Health Centre Limited49.0% Medical Centre
Team Medical at Kapiti Limited48.8% Medical Centre
The Doctors (Mangere) Limited25.1% Medical Centre
The Doctors (Massey Medical) Limited25.1% Medical Centre
The Doctors (Napier) Limited25.1% Medical Centre
The Doctors (New Lynn) Limited36.7% Medical Centre
Total Health Doctors Limited42.3% Medical Centre
Walls & Roche Royal Oak Pharmacy Limited25.1% Pharmacy
Group entities

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Board
of Directors
As at 31 March 2018
Peter Merton, Chair
Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New
Zealand and overseas since the early 1980s. His involvement with the Group goes back to the late 1990s, and
he played an active part in the initial industry consolidation when Amcal and Unichem brands merged to form
Pharmacybrands Limited (later renamed Green Cross Health Limited).
Following the merger of Life Pharmacy Limited with Pharmacybrands Limited in 2009, Peter assumed the role of Chair
of the Group. He is also a significant shareholder in the Company through his interest in Cape Healthcare Limited.
Peter has previously held the roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director
of EBOS Group Limited.
Andrew Bagnall, Non-Executive Director
Andrew Bagnall holds a Commerce Degree from Otago University and an MBA from Michigan State University.
Andrew was a significant investor in Life Pharmacy Limited and following the merger with Pharmacybrands Limited
(later renamed Green Cross Health Limited) has continued to hold a significant shareholding in the merged entity.
In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry establishing and managing
Gullivers Travel Group which became the major distributor of wholesale and retail travel services in New Zealand.
Gullivers Travel Group ws eventually listed on the NZX and Australian stock exchanges (“ASX”), and subsequently sold
to ASX listed S8. Andrew was also involved in co-developing one of New Zealand’s first commercial retirement villages.
Andrew now runs his own private investment company Segoura, which manages investments in various businesses
and he maintains a keen interest in sports car racing.
John Bolland, Non-Executive Director
John Bolland has more than 20 years business experience in private equity, senior management and corporate
finance. This includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance,
Audit and Business Advisory. John’s current role is managing a closely held private investment fund, including non-
executive roles in a number of the fund’s investments. John holds a Bachelor of Commerce from the University of
Auckland and is a member of the New Zealand Institute of Chartered Accountants.
Peter Williams, Non-Executive Director
(appointed 24 May 2017)
Peter Williams is an executive of the Zuellig Group which has significant health care interests in Asia Pacific. In this
capacity he is a Director for a number of companies including, in New Zealand, EBOS Group Limited and C.B.
Norwood Distributors Limited. Peter is also a Director of Cape Healthcare Limited.

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Tony Edwards, Independent Director
Dr Tony Edwards is a founding Director and shareholder of The Doctor’s Group, which originated in Napier in 1989.
The Doctor’s Group became part of Radius Medical in 2005, which was in turn acquired by Green Cross Health (then
Pharmacybrands) in 2011. The Doctors is the primary brand of medical centres for Green Cross Health Medical.
Tony has been a board member of Medical Centres within the group since 1989. He is currently chair of Te Matau a
Maui Health Trust which is the owner of Health Hawke’s Bay Limited. He continues in his part time integrative Medical
Practice at The Doctors Napier, where he is also the Managing Director.
Dame Margaret Millard, Independent Director
Dame Margaret Millard runs a farm in partnership with her husband and is currently the Chair of C. Alma Baker Trust
(NZ) Limited, a Trustee of the Strive Rehabilitation Manawatu Trust (client centred, community based social rehabilitation
for people with brain injuries) and Chair of the Manawatu Rangitikei Rural Family Support Trust. Dame Margaret was on
the Nursing Council of NZ for 8 years. She has been a member of Rural Women New Zealand for over 30 years and has
been heavily involved in a number of community initiatives both in New Zealand and across the world.
Ken Orr, Independent Director
Ken Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies
in Northland. Ken was a former President of the NZ Pharmacy Guild, which represents the business interests of
community pharmacies.
Ken joined the Board in September 2009 as an alternate Director and was appointed as an Independent Director of
the Company in March 2012.
Carolyn Steele, Independent Director
(appointed 26 June 2017)
Carolyn Steele is a Director of Metlifecare Limited, Halberg Disability Sport Foundation, WEL Networks Limited,
Ultrafast Fibre Limited and a Trustee of the New Zealand Football Foundation. Until 2016, Carolyn was a Portfolio
Manager at Guardians of New Zealand Superannuation, the Crown entity managing the New Zealand Superannuation
Fund. Prior to joining the Guardians in 2010, Carolyn spent ten years in investment banking at Forsyth Barr and
Credit Suisse/First NZ Capital.
Board of Directors

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71
Corporate
governance
For the year ended 31 March 2018
Role of the Board of Directors
The Board understands the importance of good corporate governance in maximising the value of the Company.
Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,
including the NZX Corporate Governance Code.
The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework
within which Green Cross Health must operate. The CEO Pharmacy and Medical and the CEO Community Health
are appointed by the Board and have delegated authority for the day-to-day operations of their respective divisions of
Green Cross Health.
NZX Corporate Governance Code
The Company has reviewed the 2017 NZX Corporate Governance Code and is in compliance with the majority of its
recommendations. The Company is actively working to ensure that it fully complies with the Code over time.
This Corporate Governance Statement was approved by the Board of Green Cross Health Limited on 25 June 2018
for the year ended 31 March 2018.
Compliance with the Principles of the Code is as follows:
Principle 1: Code of Ethical Behaviour
Directors should set high standards of ethical behaviour and hold management accountable for these standards
being followed throughout the organisation.
The Company has adopted formal a Code of Ethics, and Whistleblowing and Share Trading Policies, which are
available on the Company’s intranet for employees to access and are included in employee induction.
Further detail on the Code of Ethics and Share Trading Policies is provided later in this Annual Report.
The policies are being reviewed as part of a regular review process to ensure that they continue to meet stakeholder
expectations and once completed, the updated policies will be published on the Company’s website (www.
greencrosshealth.co.nz).
The Company also has procedures in place to ensure that gifts received by employees and directors do not result in
inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.

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NZX Corporate Governance Code (continued)
Principle 2: Board Composition & Performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and
perspectives.
Board Charters and Management Responsibility
The Board operates under a written Charter and delegates authority to senior management, including the two
divisional CEOs to run the day-to-day operations of the Company.
Director Terms of Appointment
The Company does not have written terms of appointment for current directors, which reflects the long standing
tenure of many of the directors.
Diversity Policy
The Company is developing a written Diversity Policy, which will be published on the company’s website
(www.greencrosshealth.co.nz) once completed. The Board is proud of the wide ranging ethnic, cultural and gender
diversity across the Group that reflects the evolving makeup of New Zealand society. The Company believes that
this diversity better enables the Group to meet the needs of its stakeholders, including customers, patients, clients,
suppliers, funding agencies, employees and shareholders.
Mandatory disclosure of Board and Key management gender diversity is provided later in this Annual Report.
Board Performance
Directors are expected to understand the Company’s operations and determine the professional development that
they require to undertake their duties. Senior management present to the Board on a regular basis on key matters
affecting the Company, enabling directors to ask for further information and explanation as required.
The Board, led by the Chair, review their performance against the Board Charter in light of the Company’s changing
operating conditions and make improvements to Board processes and meetings when changes in Board focus are
identified. The Board has committed to a performance review being conducted by a third party in 2018.
Chair and CEO
The Company complies with the recommendation that the Chair (Peter Merton) is not the CEO.
Principle 3: Board Committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.
Board Committees
The Board has the following Committees, and has determined that no other Committees are required at this time:
• Audit Committee
• Finance & Risk Committee
• Health & Safety Committee
• Remuneration & Nominations Committee
These Committees have written Charters. Additional information on the role and makeup of these Committees
is provided elsewhere in this Annual Report. The Board Charters are reviewed regularly and will be added to the
Company’s website (www.greencrosshealth.co.nz) once the review process has been completed.
Corporate governance

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73
Directors who are not members of Committees are welcome to attend meetings if they wish. The company complies
with the recommendation that Management only attends Committee meetings at invitation of the Committee.
The NZX Corporate Governance Code recommends that the composition of Remuneration and Nominations
Committees should include a majority of independent directors. The Company does not comply with this
requirement, but ensures there is an appropriate level of governance by having independent directors as half of the
members of the Committee.
Takeover Protocols
The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a
takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters
arising from the proposal, including:
• Preparing the Company’s response to the proposal
• Engaging an independent advisor to advise on the merits of the proposal
• Making a recommendation to shareholders
Principle 4: Reporting & Disclosure
The Board should demand integrity in financial and non financial reporting, and in the timeliness and balance of
corporate disclosures.
The Board has a written continuous disclosure policy.
The Company does not yet comply with the recommendation that Board and Committee Charters, Code of Ethics
and other key governance documents are available on the Company’s website. The Interim and audited Annual
Reports are available on the website (www.greencrosshealth.co.nz). The Company is currently developing a new
website which will enable it to better comply with this recommendation, and expects to be in full compliance within
the next twelve months.
The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that
financial matters are adequately disclosed in the Company’s reporting. The Company is also developing additional non-
financial reporting that, over time, will improve the Company’s non-financial reporting in areas such as environmental,
social and governance (ESG) reporting. This will be an ongoing process of development and refinement.
Principle 5: Remuneration
The remuneration of directors and executives should be transparent, fair and reasonable.
The Parent company Director Fee pool was last approved in 2015 and is currently capped at $500,000. Directors’
fees are informally benchmarked against market precedents. Further disclosure of the details of Directors’ Fees is
included elsewhere in this Annual Report.
The Company does not yet comply with the recommendation that there should be a remuneration policy for Directors
and Officers which outlines the relative weightings of remuneration components and performance criteria.
In addition, the recent resignation of the CEO Community Health means that a new employment agreement will
need to be agreed with the successful candidate for that role. As a result of the Group having two CEO roles, the
Company does not yet comply with the requirement to disclose details of the remuneration arrangements for the
CEO Pharmacy & Medical and the CEO Community Health but will do so in subsequent reporting periods once
the remuneration policy has been finalised. The Company will also be able to fully comply with the recommended
Directors’ Fees disclosure when the remuneration policy is available.
The Company operates a share based incentive scheme for certain Senior Managers, which is disclosed further in
Note 23 to the Financial Statements.
Corporate governance

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NZX Corporate Governance Code (continued)
Principle 6: Risk Management
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.
The Board should regularly verify that the issuer has appropriate processes that identify and manage potential
and material risks.
The Board is responsible for risk management and internal control and has a framework for identifying, assessing,
controlling, monitoring and reporting on the key risks to the company’s people, assets, reputation and business
objectives.
The Audit, Health & Safety, and Finance & Risk Committees have responsibility for ensuring that the Company’s
risk management framework, policies and procedures are effective and appropriate. The Company maintains a
comprehensive Risk Register and management reports to the Board regularly on health and safety issues and
progress on objectives. Risk reporting software is used to facilitate reporting by employees, capture risks, and
escalate them within the Company as required. The nature of many of the Company’s activities, including dispensing
of drugs, providing medical treatment, and caring for clients in their homes, makes managing health and safety risks
a significant area of focus within the Group.
The Company is exposed to substantially the same economic, environmental, and social risks as similar businesses
operating in the same sectors in New Zealand. These risks include:
• competitive pressure from traditional and disruptive competitor business models
• demographic changes impacting on employee availability and customer, client and patient demand
• regulatory changes
• changes to Government and wider Health Sector funding models
Principle 7: Auditors
The Board should ensure the quality and independence of the external audit process.
The Audit Committee is tasked with ensuring that the external audit process is independent and of high quality,
including approving any non-audit services provided by the audit firm.
The Committee is also responsible for ensuring that the audit firm or lead audit partner are rotated at least every five
years. The lead audit partner was rotated prior to the 2017 external audit.
The Company does not have an internal audit function but via the Audit and Finance & Risk Committees and the
Company’s external audit process, looks to maintain and improve risk management and internal controls.
The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.
Principle 8: Shareholder Rights & Relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.
As noted above, the Company is redeveloping its website to enable better stakeholder access to financial and
governance information. Financial information is currently available at www.greencrosshealth.co.nz/reports with
further information to be added over coming months.
Communications from the Company are available electronically through the Company’s share registrar, Computershare.
Corporate governance

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75
The Company fully complies with the following recommendations:
• Shareholders have the right to vote on major decisions
• One vote per share
• Annual Meeting notice advised at least 28 days prior to meeting
Directors and Officers of the Company attend the Annual Meeting and are available to answer questions from
shareholders.
Board composition and structure
The Board comprises four independent directors and four non-executive directors. Two directors have been
nominated by LPL Trustee Limited and elected by shareholders (Andrew Bagnall and John Bolland) and two
directors have been nominated by Cape Healthcare Limited and elected by shareholders (Peter Merton and Peter
Williams). The independent directors are selected to ensure that the appropriate skills and experience are available. In
accordance with the NZX Listing Rules, one third of the directors are required to retire by rotation every year and may
offer themselves for re-election by shareholders.
The Board holds regular scheduled meetings and follows procedures that ensure that all directors have the necessary
information to participate in an informed discussion on all agenda items and effectively carry out their duties. The
CEO Pharmacy and Medical, CEO Community Health, COO/CFO and key senior managers attend appropriate
sections of Board meetings.
Board meetings
The following table outlines the number of board meetings attended by directors during the course of the 2018
financial year.
DirectorMeetings heldMeetings attended
John (Andrew) Bagnall
1
7 3
John Bolland 7 7
Patrick Davies
2
1 -
Peter Merton 7 6
Peter Williams
3
7 7
Anthony (Tony) Edwards7 7
Margaret Millard 7 6
Ken Orr7 7
Keith Rushbrook
4
3 3
Carolyn Steele
5
5 5
1. Mary-Elizabeth Tuck is the alternate to Andrew Bagnall. She has attended four board meetings on behalf of Andrew Bagnall and two
additional meetings.
2. Patrick Davies resigned as a director on 23 May 2017.
3. Peter Williams was appointed as a director on 24 May 2017. Prior to this he was the alternate for Patrick Davies and attended one
Board meeting on his behalf.
4. Keith Rushbrook retired as a director on 26 June 2017.
5. Carolyn Steele was appointed as a director on 26 June 2017.
Corporate governance

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Code of Ethics
The Company has established a Code of Ethics to govern its conduct. The Code addresses ethical issues, establishes
compliance standards and procedures, provides mechanisms to report unethical behaviour and provides for
disciplinary actions.
Shareholder relations
The Board will ensure that shareholders are informed of major developments affecting the Company. Information is
available through the Annual and Interim Reports, with shareholders able to participate at each Annual Meeting. Any
material information affecting the Company during the intervening period is announced to the financial markets via the
New Zealand Stock Exchange (NZX) under the Board’s policy for continuous disclosure.
Insider trading guidelines
The Board has issued guidelines to prevent insider trading to all directors, deemed directors, officers and other
restricted persons of Green Cross Health. All directors, deemed directors, officers and other restricted persons
of Green Cross Health must formally apply for consent to trade the Company’s securities from the CFO before
undertaking any sales or purchases.
The Board reviews all consents granted at each Board meeting. The directors, deemed directors, officers and other
restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within five
days of any trades being settled.
Board Committees
The Board has four standing committees described as follows. The Board annually reviews the performance of the
standing committees against written charters.
Remuneration and Nominations Committee
This committee comprises two independent directors and two non-executive directors, who meet as required to:
• Review the remuneration of the CEO Pharmacy and Medical and the CEO Community Health and approve
remuneration of their direct reports
• Make recommendations to shareholders for non-executive and independent director remuneration
• Recommend director appointments
Remuneration packages are reviewed annually. Independent external surveys are used as a basis for establishing
competitive remuneration.
The composition of the Remuneration and Nominations Committee is Peter Merton (Chair), Carolyn Steele, Ken Orr
and John Bolland. The committee meets as required.
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77
Audit Committee
The committee comprises two independent directors and one non-independent director. One of the directors is
appointed Chair who is not the Chair of the Board. All other directors are entitled to attend the meetings.
The CEO Pharmacy and Medical, CEO Community Health and the COO/CFO attend as ex-officio members and
external auditors by invitation of the Chair. The Audit Committee also meets privately with the external auditors, that
is, without management in attendance. All Audit Committee members must be financially literate, with at least one
member having a financial background.
The Committee meets a minimum of three times each year. It’s responsibilities include:
• To review the scope and outcome of the external audit
• To review the annual and half yearly financial statements prior to approval by the Board
• To approve the public releases of financial information
• To assess the performance of financial management and monitoring of material corporate risk assessments and
internal controls
• To report the proceedings of each meeting to the Board
• To make recommendations to the Board on the appointment of the external auditors, their independence and their fees
The current composition of the committee is Carolyn Steele (Chair), Ken Orr and John Bolland.
DirectorsMeetings heldMeetings attended
John Bolland 4 4
Ken Orr4 4
Keith Rushbrook1 1
Carolyn Steele3 3
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Finance and Risk Committee
The committee comprises two independent directors and two non-independent directors. One of the directors is
appointed Chair who is not the Chair of the Board. All other directors are entitled to attend the meetings.
The CEO Pharmacy and Medical, CEO Community Health and the COO/CFO attend as ex-officio members. All
Finance and Risk Committee members must be financially literate.
The committee meets a minimum of four times each year. It’s responsibilities include:
• To review potential acquisition and disposal proposals, approve small acquisitions and disposals and make
recommendations to the Board for larger acquisitions and disposals
• To review the Group’s annual budgets and endorse for board approval
• To review capital expenditure proposals and make recommendations to the Board
• To report the proceedings of each meeting to the Board
• To annually review the Risk Register
• To review the effectiveness of the risk management policies and processes and monitor compliance with them
• To review debt management policy and covenant compliance
The current composition of the committee is Carolyn Steele (Chair), Peter Merton, Ken Orr and John Bolland.
DirectorsMeetings heldMeetings attended
John Bolland 7 7
Peter Merton77
Ken Orr77
Keith Rushbrook1 1
Carolyn Steele6 6
Health and Safety Committee
The committee comprises one independent director and one non-independent director. One of the directors is
appointed Chair. All other directors are entitled to attend the meetings.
The CEO Pharmacy and Medical, CEO Community Health and the COO/CFO attend as ex-officio members. The
Group People and Capability and Group Health and Safety Managers as well as other senior managers attend
meetings as required.
The committee meets a minimum of twice each year. It’s responsibilities include:
• To evaluate health and safety risks in the Company’s business and to report back on status, and recommend as
required changes or initiatives to the Board
• To act independently and objectively in monitoring the Company’s health and safety reporting process and
systems including reviewing and appraising the reporting and audit structures in place for the Company’s
businesses
• To review and appraise health and safety audit reports
• To provide an open avenue of communication about the external health and safety policies and guidelines, and
the policies and guidelines of the Company’s businesses
• To review incident investigations from significant health and safety events.
The current composition of the committee is Ken Orr (Chair) and Andrew Bagnall. The committee met three times
during the year with Ken Orr attending three meetings and Mary-Elizabeth Tuck attending two meetings as an
alternate director for Andrew Bagnall.
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79
Organisation structure and financial control
The Board has delegated to the executive management team the management responsibilities of the Company. The
executive management team is made up of the CEO Pharmacy and Medical, CEO Community Health and COO/CFO.
The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and
risk profile.
Gender and diversity
The following table set out a quantitative breakdown of the gender balance of the directors and key personnel of the
Group as at 31 March 2018:
As at 31 March 2018DirectorsKey management personnel
Female225%- 0%
Male
1
675%3 100%
Total8 3
As at 31 March 2017
Female1 13%- 0%
Male
1
7 87%3 100%
Total8 3
1. Andrew Bagnall has appointed Mary-Elizabeth Tuck as his alternate director. Ms Tuck attended four board meetings as Mr Bagnall’s alternate
in the 12 months ended 31 March 2018 and four board meetings as Mr Bagnall’s alternate in the 12 months ended 31 March 2017.

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Other Annual Report
Disclosures
For the year ended 31 March 2018
The total annual Parent company Directors’ remuneration approved for each financial year is capped at $500,000 (from
1 April 2012). The Directors holding office during the year ended 31 March 2018 and the remuneration paid or payable
to the Directors is as follows:
DirectorAppointedResignedTotal Fees
$
John (Andrew) Bagnall
1 ^
35,000
John Bolland *
+#
35,000
Anthony (Tony) Edwards60,000
Peter Merton
+#
85,000
Margaret Millard60,000
Ken Orr *
+#^
60,000
Carolyn Steele *
+#
26 June 201753,308
Peter Williams24 May 201730,289
Keith Rushbrook26 June 201717,500
Patrick Davies 24 May 20175,385
Total441,482
Payment allocations
Chair of Board85,000
Non-Executive Directors35,000
Independent Directors60,000
Chair of Audit Committee5,000
Chair of Finance & Risk Management Committee5,000
Over the next twelve months, the Company will consider introducing Committee Fees.
1. Mary-Elizabeth Tuck was appointed on 5 June 2012 as an alternate to Andrew Bagnall. Ms Tuck is paid a portion of Mr Bagnall’s fees in a direct
arrangement with Mr Bagnall.
* = Audit Committee member
+ = Remuneration and Nominations Committee member
# = Finance and Risk Committee member
^ = Health and Safety Committee member

Annual Report 2018 |
81
Employee remuneration
The number of employees or former employees of the group, not being directors of Green Cross Health Limited, who
received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000 for
the year ended 31 March 2018 is set out below:
Employee annual remuneration bands:20182017
$100,000 - $109,99928 35
$110,000 - $119,99918 16
$120,000 - $129,99918 21
$130,000 - $139,99914 13
$140,000 - $149,99917 16
$150,000 - $159,99912 12
$160,000 - $169,99910 12
$170,000 - $179,99933 11
$180,000 - $189,99914 11
$190,000 - $199,99910 11
$200,000 - $209,99914 14
$210,000 - $219,9996 9
$220,000 - $229,99911 4
$230,000 - $239,9993 10
$240,000 - $249,9993 3
$250,000 - $259,9991 3
$260,000 - $269,9993 1
$270,000 - $279,999- 3
$280,000 - $289,9991 3
$290,000 - $299,9991 3
$300,000 - $309,9991 4
$310,000 - $319,9991 -
$320,000 - $329,9991 -
$350,000 - $359,9991 4
$520,000 - $529,999- 1
$560,000 - $569,999- 1
$580,000 - $589,9991 -
Former employees included in the above bands:3 4
Donations
The Group made donations to the value of $21,423.
Other annual report disclosures

82
| GREEN CROSS HEALTH
Directors’ shareholding and trades
The following table summarises:
(a) the number of shares in the Company held by directors at 31 March 2018; and
(b) disclosures made by directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and
dispositions of relevant interests in shares in the Company during the year.
DirectorsHolding
1 April 2017
CancelledIssuedNet trades in
the period
Holding
31 March 2018
J A Bagnall (i)44,288,713 - 1,647,108 - 45,935,821
J B Bolland (ii)44,288,713 - 1,647,108 - 45,935,821
P M Merton (iii)44,261,323 - 1,579,660 - 45,840,983
P J Williams (iv)44,261,323 - 1,579,660 - 45,840,983
K A Orr (v)579,405 - 20,678 - 600,083
A W Edwards (vi)96,105 -3,430 - 99,535
C M Steele (vii)-- - 18,000 18,000
(i) J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821
fully paid ordinary shares in the company (shares are legally owned by LPL Trustee Limited). This includes a
benefical interest in 42,578,264 ordinary shares. Received beneficial interest in 689,941 fully paid ordinary
shares (shares acquired by LPL Trustee Limited for $1,442,460) on reinvestment of dividend under the DRP
of the Company on 23 June 2017. Received beneficial interest in 957,167 fully paid ordinary shares (shares
acquired by LPL Trustee Limited for $1,574,253) on reinvestment of dividend under the DRP of the Company
on 22 December 2017.
(ii) J B Bolland was appointed Director of LPL Trustee Limited on 10 June 2013 and therefore holds a relevant
interest in 45,935,821 fully paid ordinary shares in the company (shares are legally owned by LPL Trustee
Limited). This includes a beneficial interest (but no voting rights) in 3,357,557 ordinary shares. Received
relevant interest in 689,941 fully paid ordinary shares (shares acquired by LPL Trustee Limited for $1,442,460)
on reinvestment of dividend under the DRP of the Company on 23 June 2017. Received relevant interest in
957,167 fully paid ordinary shares (shares acquired by LPL Trustee Limited for $1,574,253) on reinvestment of
dividend under the DRP of the Company on 22 December 2017.
(iii) P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%
shareholder of Cape Healthcare Limited. P M Merton has a relevant Interest in the 45,840,983 fully paid
ordinary shares in the Company owned by Cape Healthcare Limited. Received beneficial interest in 689,514
fully paid ordinary shares (shares acquired by Cape Healthcare Limited for $1,441,567) on reinvestment of
dividend under the DRP of the Company on 23 June 2017. Received beneficial interest in 890,146 fully paid
ordinary shares (shares acquired by Cape Healthcare Limited for $1,464,023) on reinvestment of dividend
under the DRP of the Company on 22 December 2017.
(iv) P J Williams is a Director of Cape Healthcare Limited. He has a relevant Interest in the 45,840,983
fully paid ordinary shares in the Company owned by Cape Healthcare Limited. Received relevant interest
in 689,514 fully paid ordinary shares (shares acquired by Cape Healthcare Limited for $1,441,567) on
reinvestment of dividend under the DRP of the Company on 23 June 2017. Received relevant interest
in 890,146 fully paid ordinary shares (shares acquired by Cape Healthcare Limited for $1,464,023) on
reinvestment of dividend under the DRP of the Company on 22 December 2017.
(v) K A Orr holds a beneficial interest of 600,083 fully paid ordinary shares in the Company (shares are legally
owned by Orrs Kaipara Pharmacies Limited and Orrs Pharmacies Limited). Received beneficial interest in
3,430 fully paid ordinary shares (shares acquired by Orrs Pharmacies Limited for $7,171) and 5,596 fully
paid ordinary shares (shares acquired by Orrs Kaipara Pharmacies Limited for $11,700) on reinvestment of
dividend under the DRP of the Company on 23 June 2017. Received beneficial interest in 4,428 fully paid
ordinary shares (shares acquired by Orrs Pharmacies Limited for $7,283) and 7,224 fully paid ordinary shares
Other annual report disclosures

Annual Report 2018 |
83
(shares acquired by Orrs Kaipara Pharmacies Limited for $11,882) on reinvestment of dividend under the DRP
of the Company on 22 December 2017.
(vi) A W Edwards holds a beneficial interest of 99,535 fully paid ordinary shares in the Company. Received
benefical interest in 1,497 fully paid ordinary shares for $3,130 on reinvestment of dividend under the DRP of
the Company on 23 June 2017. Received benefical interest in 1,933 fully paid ordinary shares for $3,179 on
reinvestment of dividend under the DRP of the Company on 22 December 2017.
(vii) C M Steele has a relevant interest in 18,000 fully paid ordinary shares in the Company, after acquiring
18,000 fully paid ordinary shares for $28,781 on 14 December 2017.
Directors’ insurance
Green Cross Health Limited has insured all its directors against liabilities to other parties that may arise from their
positions as directors. The insurance does not cover liabilities arising from criminal actions.
General disclosure of interest by directors
(section 140(2) of the Companies Act 1993)
The Directors and Alternate Director of the Company named below have made a general disclosure of interest by a
general notice disclosed to the Board and entered in the Company’s interest register. General notices of interest were
given by these directors during the financial year ended 31 March 2018:
Andrew Bagnall – LPL Trustee Limited (Director & Shareholder), Segoura Limited (sole Shareholder and Director),
Plan B Limited (Director & Shareholder), Waiaro Investments Limited (Director & Shareholder), major shareholder or
director of various unlisted or privately controlled companies.
John Bolland – LPL Trustee Limited (Director & Consultant), Segoura Limited (Consultant), Plan B Limited (Director
& Shareholder), Waiaro Investments Limited (Director & Consultant), shareholder or director of various unlisted or
privately controlled companies.
Peter Merton – Cape Healthcare Limited (Director & Shareholder).
Ken Orr – Orrs Pharmacies Limited (Director & Shareholder), Orrs Kaipara Pharmacies Limited (Director &
Shareholder), Orrs Maungaturoto Pharmacy Limited (Director & Shareholder), Orrs Rust Ave Pharmacy Limited
(Director & Shareholder), Orrs Cameron Pharmacy Limited (Director & Shareholder), Orrs Ruakaka Pharmacy Limited
(Director & Shareholder), Orrs Tui Pharmacy Limited (Director & Shareholder), Orrs Kaikohe Pharmacies Limited
(Director & Shareholder), Member of Northland Collaboration Kaupapa (Northland DHB, Manaia PHO, Te Tai Tokerau
PHO and Iwi Leaders Group) shareholder or director of various unlisted or privately controlled companies.
Tony Edwards – The Doctors (Napier) Limited (Shareholder & Director), The Doctors (New Lynn) Limited
(Shareholder & Director), The Doctors (Mangere) Limited (Shareholder & Director) Beedre Properties Limited
(Shareholder & Director), Galah Forestry Limited (Shareholder & Director), Trustee and Chairman of Te Matau a Maui
Health Trust (owner of Hawkes Bay PHO), Managing Director and Employee of The Doctors (Napier) Limited.
Margaret Millard – C. Alma Baker Trust (NZ) Limited (Chair), Strive Rehabilitation Manawatu Trust (Trustee),
Manawatu Rangitikei Rural Family Support Trust (Trustee), and EG & MM Millard Trust (Trustee).
Carolyn Steele – Director of Metlifecare Limited, Halberg Disability Sport Foundation, WEL Networks Limited,
Ultra Fast Fibre Limited, Trustee of New Zealand Football Foundation.
Mary-Elizabeth Tuck (alternate Director) – Is the Manager, Operations and Business Projects, Components &
Technology division of Fisher & Paykel Appliances Limited.
Peter Williams – Director of Cape Healthcare Limited, EBOS Group Limited and C.B. Norwood Distributors Limited.
Other annual report disclosures

84
| GREEN CROSS HEALTH
Shareholder
information
As at 31 March 2018
Shares and shareholding
The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2018 the
Company had on issue 143,486,093 equity securities (as defined by the Financial Markets Conduct Act 2013) being
143,152,759 fully paid ordinary shares, and 333,334 redeemable ordinary shares payable to $0.01 and held on
trust by Life Pharmacy Trustee Company Limited on behalf of senior executive employees.
The 20 largest registered holders of quoted equity securities as at 31 March 2018 were as follows:
NameHolding%
LPL TRUSTEE LIMITED 45,935,821 32.09
CAPE HEALTHCARE LIMITED 45,840,983 32.02
BNP PARIBAS NOMINEES (NZ) LIMITED A/C STATE STREET NZCSD <BPSS40>3,446,074 2.41
MASSEY PHARMACY LIMITED 3,160,070 2.21
NEW ZEALAND PERMANENT TRUSTEES LIMITED - NZCSD <NZPT43>2,400,000 1.68
NATIONAL NOMINEES NEW ZEALAND LIMITED - NZCSD < NNLZ90>1,673,424 1.17
GANET INVESTMENTS LIMITED 1,647,979 1.15
JANE STEWART DUNN 1,413,771 0.99
FNZ CUSTODIANS LIMITED1,155,783 0.81
FRANCES ANN VUKSICH & WALTER MICK GEORGE YOVICH
<MARK & FRANCES FAMILY A/C>
1,153,303 0.81
GRANT CLAYTON BAI + CHRISTINA BAI + BARRIE CAMPBELL
<GRATTON WILSON A/C>
1,066,224 0.74
THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE
<THOMAS & CAROLYN LAI FAMILY A/C>
994,985 0.70
CUSTODIAL SERVICES LIMITED <A/C 3>955,029 0.67
FORSYTH BARR CUSTODIANS LIMITED <1-CUSTODY>848,118 0.59
KIM CHRISTOPHER WILKINSON & MARIE ELEANOR WILKINSON 795,120 0.56
MATTHEW JAMES FLEET <FLEET BUSINESS A/C>750,000 0.52
ELIZABETH ANN MCAULAY 687,022 0.48
WATT LAND COMPANY LIMITED570,116 0.40
JAMES STEVE BEGOVIC + KERRY ELLWYN BEGOVIC + KATHERINE MARINA PALIN
<BEGOVIC FAMILY A/C>
560,000 0.39
PIERRE GORDON PIERCE COTTER537,050 0.38

Annual Report 2018 |
85
Substantial security holders
The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the
Financial Markets Authority Act 2013:
NameHolding%
Cape Healthcare Limited45,840,983 32.02
LPL Trustee Limited45,935,821 32.09
Shareholding spread
Green Cross Health Limited’s shareholding spread as at 31 March 2018 is as follows:
Size of holdingHolders%Securities%
1-999335 18.8 154,127 0.11
1,000 - 9,999990 55.5 3,313,932 2.31
10,000 - 99,999379 21.3 10,752,937 7.51
100,000 - 499,99960 3.3 12,436,906 8.69
500,000 - 999,9999 0.5 6,697,440 4.68
1,000,000 and over110.6 109,797,417 76.70
Total1,784100.0 143,152,759 100.00
Shareholder information

86
| GREEN CROSS HEALTH
Annual Report Disclosure for Dividend Re-investment Plan
At the Company’s 2012 Annual Meeting, shareholders approved the allotment of ordinary shares under the
Company’s dividend re-investment plan (“DRP”) during the period from 3 August 2012 to 31 December 2017. A copy
of the terms of the DRP can be obtained from the registered office of the Company at Ground Level, Building B, 602
Great South Road, Ellerslie, Auckland.
The Takeovers Panel granted the Company an exemption from the Takeovers Code in respect of the notice of the
meeting to approve the allotment of ordinary shares to Cape Healthcare Limited (“CHL”) and LPL Trustee Limited
(“LPL”) (each, a “Specified Shareholder”) under the DRP. The disclosures below are required by the Takeovers Code
(Pharmacybrands Limited) Exemption Notice 2012.
As at 31 March 2018 (“Calculation Date”):
1. Under the DRP, 1,579,660 ordinary shares were allotted to CHL during the year, bringing its total shareholding
in the Company to 45,840,983 or 32.02%. This percentage also represents the total shareholding of CHL and its
associates.
2. Under the DRP, 1,647,108 ordinary shares were allotted to LPL during the year, bringing its total shareholding
in the Company to 45,935,821 or 32.09%. This percentage also represents the total shareholding of LPL and its
associates.
3. On completion of all allotments that could be made under the DRP (“Specified Transaction”) during the period from
1 April 2017 to 31 December 2017 (“Specified Period”):
(a) The maximum percentage of all ordinary shares on issue that could be held or controlled by CHL is
32.02%. This percentage also represents the maximum percentage of all ordinary shares on issue that
could be held or controlled by CHL and its associates; and
(b) The maximum percentage of all ordinary shares on issue that could be held or controlled by LPL is
32.09%. This percentage also represents the maximum percentage of all ordinary shares on issue that
could be held or controlled by LPL and its associates.
4. The assumptions on which the particulars referred to in paragraph 3 above are based are as follows:
(a) that the number of ordinary shares is the number of ordinary shares on issue on the Calculation Date and
there have been no other share issuances or changes in capital structure such as share splits, consolidations
or buybacks of shares;
(b) that there is no change in the total number of ordinary shares on issue between the Calculation Date and
the end of the Specified Period, other than as a result of the Specified Transaction;
(c) that the Specified Shareholder elects full participation under the Specified Transaction in respect of each
dividend during the Specified Period to which the Specified Transaction applies and is allotted the number of
ordinary shares under the Specified Transaction corresponding to its full participation;
(d) that the Specified Shareholder does not have any associates that hold or control ordinary shares in the
Company (CHL and LPL have each advised the Board that it has no such associates at the Calculation Date);
(e) that each Specified Shareholder (and any of the Specified Shareholder’s associates) do not increase their
voting control of the Company other than under the Specified Transaction;
(f) that the issue prices of ordinary shares under the Specified Transaction determined in accordance with the
price formula will be $1.64 in each year of the Specified Period;
(g) that the net cash dividend payable by the Company in each year of the Specified Period will be $0.07 per
share; and
(h) that no shareholder of the Company elects to participate in the Specified Transaction, other than the
Specified Shareholder.
Shareholder information

Annual Report 2018 |
87
Registered office
Green Cross Health Limited
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Telephone: +64 9 571 9080
Board
P M Merton
Chair
J A Bagnall
Non-Executive Director
J B Bolland
Non-Executive Director
P J Williams
Non-Executive Director
A W Edwards
Independent Director
M M Millard
Independent Director
K A Orr
Independent Director
C M Steele
Independent Director
Officers
S J Browning COO/CFO
Board secretary
J H Greenwood BCom, FCA
Green Cross Health Limited
Private Bag 11 906
Ellerslie, Auckland 1542
Auditor
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland
Bankers
Bank of New Zealand
80 Queen Street
Auckland 1010
Websites
www.greencrosshealth.co.nz
www.access.org.nz
www.gxhworkplace.co.nz
www.lifepharmacy.co.nz
www.livingrewards.co.nz
www.thedoctors.co.nz
www.unichem.co.nz
Share registrar
Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142
159 Hurstmere Road
Takapuna, Auckland 0622
Managing your
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General enquiries can be
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Telephone: + 64 9 488 8777
Facsimile: + 64 9 488 8787
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Company
directory
As at 31 March 2018

Green Cross Health Ltd
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
02905
Private Bag 11906
Ellerslie, Auckland 1542
www.greencrosshealth.co.nz
Working together
to support healthier
communities

---

NOTICE OF ANNUAL MEETING
Notice is hereby given that the 2018 Annual Meeting of Shareholders of Green Cross Health Limited (“the
Company”) will be held at the Ellerslie Event Centre 80 Ascot Avenue Greenlane Auckland on Tuesday,
31st July 2018 at 2.30 pm.

BUSINESS:
A. Chairman’s Address
B. Financial Statements and Reports
C. Resolutions
To consider, and thought fit, to pass the following ordinary resolutions.
1. That Peter Merton be re-elected as a Director of the Company.
2. That Dame Margaret Millard be re-elected as a Director of the Company.
3. That Ken Orr be re-elected as a Director of the Company.
4. That the Directors are authorised to fix the Auditors’ remuneration.
D. To consider any other matter that may be properly brought before the Annual Meeting.

Proxies and voting
Any shareholder who is entitled to attend and vote at the meeting may instead appoint a proxy to attend
and vote on their behalf. The Chairman of the Company is willing to act as proxy for any shareholder who
may wish to appoint him for that purpose. The Chairman intends to vote any undirected proxies in favour
of the resolutions.
If you wish to appoint a proxy please complete the enclosed proxy form and mail to:
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142

Alternatively you can complete a proxy form online at www.investorvote.co.nz, you will need your
CSN/security holder number and postcode to vote on line.
In either case, for your vote to be effective, it must be received not less than 48 hours before the time of
holding the meeting.

Note
Biographical information relating to the directors standing for re-election at the meeting can be found
below.
Afternoon Tea will be served at the conclusion of the meeting.
Dated: 29 June 2018
For and on behalf of the Board


Jim Greenwood
Company Secretary

Director Biographical Information

Peter Merton, Chair

Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry
in New Zealand and overseas since the early 1980s. His involvement with the Group goes back to the late
1990s, and he played an active part in the initial industry consolidation when Amcal and Unichem brands
merged to form Pharmacybrands Limited (later renamed Green Cross Health Limited).

Following the merger of Life Pharmacy Limited with Pharmacybrands Limited in 2009, Peter assumed the
role of Chair of the Group. He is also a significant shareholder in the Company through his interest in
Cape Healthcare Limited.

Peter has previously held the roles of Chief Executive of the Propharma/Healthcare Logistics businesses
and Director of EBOS Group Limited.


Dame Margaret Millard, Independent Director

Dame Margaret Millard runs a farm in partnership with her husband and is a currently the Chair of C.
Alma Baker Trust (NZ) Limited, a Trustee of the Strive Rehabilitation Manawatu Trust (client centred,
community based social rehabilitation for people with brain injuries) and Chair of the Manawatu
Rangitikei Rural Family Support Trust.

Dame Margaret was on the Nursing Council of NZ for 8 years. She has been a member of Rural Women
New Zealand for over 30 years and has been heavily involved in a number of community initiatives both
in New Zealand and across the world.

Dame Margaret was appointed a Director in December 2014 following the Group’s acquisition of Access
Community Health.


Ken Orr, Independent Director

Ken Orr has had over 30 years as a community pharmacist and is currently a partner in a group of
pharmacies in Northland. Ken was a former President of the NZ Pharmacy Guild, which represents the
business interests of community pharmacies.

Ken joined the Board in September 2009 as an alternate Director and was appointed as an Independent
Director of the Company in March 2012.

---

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Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The
Chairman of the meeting, or any other director, is willing to act as proxy for any
shareholder who wishes to appoint him or her for that purpose. To do this, enter
'the Chairman' or the name of your proxy in the space allocated in 'Step 1'of
this form. Alternatively you can appoint a proxy online at
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Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you may need to provide
evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
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Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.

STEP 1
hereby appointof
or failing him/herof

STEP 2
ATTENDANCE SLIP

SIGN
Contact Name Contact Daytime Telephone Date
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a shareholder/s of Green Cross Health Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of Green
Cross Health Limited to be held at 2:30pm, Tuesday 31 July 2018, at the Ellerslie Event Centre, 80 Ascot Avenue, Greenlane, Auckland and at any adjournment of
that meeting.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your
votes will not be counted in computing the required majority. If you do not mark a box your proxy may vote as they choose.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual Meeting of Shareholders of Green Cross Health Limited
to be held at 2:30pm, Tuesday 31 July 2018, at the Ellerslie
Event Centre, 80 Ascot Avenue, Greenlane, Auckland.
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
1.That Peter Merton be re-elected as a Director of the Company.
2.That Dame Margaret Millard be re-elected as a Director of the Company.
3.That Ken Orr be re-elected as a Director of the Company
4.That the Directors are authorised to fix the Auditors’ remuneration.

---

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Green Cross Health Limited - Annual Report
We look forward to presenting our Annual Report for the financial year ended 31 March 2018, in June 2018. This
report will also be available on our website www.greencrosshealth.co.nz. Future Annual Reports and Interim
Reports will also be available from this website.
It's important to note that as a result of new regulations we need to confirm how you'd like to receive our investor
communications in the future. At Green Cross Health, we're committed to sustainability and reducing our
environmental footprint. You can too by choosing to receive our investor communications electronically.
We encourage you to elect to receive all your Green Cross Health shareholder communications electronically by
visiting www.investorcentre.com/nz. Existing users should login, select ‘My Profile’ and click on the ‘Update’ button
on the ‘Communication Preferences’ tile. For new users, click on ‘Create Login’ and follow the steps to create your
User ID and password.
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communications electronically. This will include the Annual and Interim Reports, transaction statements, payment
advices, meeting documentation and any other company related information.
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recent Annual Report and future Annual and Interim Reports. Please note that previous requests for printed copies of
Annual and Interim Reports no longer apply.
Please tick this box if you would like to receive a printed copy of the Annual and Interim Reports when
available each year.
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Note: If we do not receive this form back, we are unable to automatically send you a printed copy of our reports in
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If you have any questions about changing how you receive shareholder communications, please contact
Computershare at the details shown above.
GXH