Fisher & Paykel Healthcare Corporation Limited logo

2018 Notice of Annual Meeting and Voting Form

AGM6 July 2018FPHHealthcare

Stock Exchange Announcement
STOCK EXCHANGE LISTINGS: NEW ZEALAND (FPH), AUSTRALIA (FPH)



2018 NOTICE OF ANNUAL MEETING AND VOTING FORM


Auckland, New Zealand, 6 July 2018 - Fisher & Paykel Healthcare Corporation Limited has

provided a copy of its Notice of Annual Shareholders’ Meeting 2018 which will be held at the

Guineas Ballroom, Ellerslie Event Centre, Auckland, New Zealand on Thursday 23 August 2018

commencing at 2.00pm (NZST).


The attached Notice of Meeting and Voting Form are being mailed to shareholders today. An

electronic copy of these documents will also be available on the company’s website,

https://www.fphcare.co.nz/asm/.



About Fisher & Paykel Healthcare

Fisher & Paykel Healthcare is a leading designer, manufacturer and marketer of products and

systems for use in respiratory care, acute care, surgery and the treatment of obstructive sleep

apnea. The company’s products are sold in more than 120 countries worldwide. For more

information about the company, visit our website www.fphcare.com

.


Ends//


Investors:

Marcus Driller

General Manager Corporate

marcus.driller@fphcare.co.nz

+64 (0) 27 578 9663

Media:

Rachel Reynolds

Senior Communications Manager

rachel.reynolds@fphcare.co.nz

+64 (0) 21 713 911

---

Fisher & Paykel Healthcare
NOTICE OF

ANNUAL

SHAREHOLDERS’

MEETING

2018

Notice of Annual Shareholders’ Meeting 20181
ELLERSLIE

EVENT CENTRE

GREENLANE

ÑWEST

GREENLANE

EAST 

ELLERSLIE

EVENT CENTRE

ASCOT

ÑAV E

MORRIN ST 

MCDONALDS &

COUNTDOWN

ASCOT


HOSPITAL

CARPARK

CARPARK

SOUTHERN 

MOTORWAY

The Annual Shareholders’ Meeting of

Fisher & Paykel Healthcare Corporation

Limited (NZBN 9429040719887 and

ABN 69 098 026 281) will be held at the

Guineas Ballroom, Ellerslie Event Centre,

Auckland, New Zealand and online at

www.virtualmeeting.co.nz/fph18 on

Thursday, 23 August 2018 commencing

at 2.00pm (NZST).

IMPORTANT DATES

Record date for voting

entitlements for the

Annual Shareholders’

Meeting

5.00pm,

Tuesday 21 August 2018 (NZST)

Latest time for receipt of

postal votes and proxies

2.00pm,

Tuesday 21 August 2018 (NZST)

Annual Shareholders’

Meeting

2.00pm,

Thursday 23 August 2018 (NZST)

HOW TO GET TO

THE ELLERSLIE EVENT CENTRE

Fisher & Paykel Healthcare Corporation Limited2
BUSINESS

A. CHAIRMAN’S ADDRESS

B. MANAGING DIRECTOR AND CHIEF EXECUTIVE

OFFICER’S REVIEW

C. FINANCIAL STATEMENTS

To receive and consider the financial statements and

the auditor’s report for the year ended 31 March 2018

as contained in the Company’s 2018 annual report.

D. RESOLUTIONS

To consider and, if thought appropriate, pass the

following ordinary resolutions:

Re-Election of Directors

(1) That Scott St John, who retires by rotation

and, being eligible, offers himself for re-election,

be re-elected as a director of the Company.

(2) That Michael Daniell, who retires by rotation

and, being eligible, offers himself for re-election,

be re-elected as a director of the Company.

(See Explanatory Note 1)

Auditor’s Remuneration

(3) That the Directors be authorised to fix the fees

and expenses of PricewaterhouseCoopers as

the Company’s auditor.

(See Explanatory Note 2)

Long Term Variable Remuneration issued to the

Managing Director and Chief Executive Officer

(4) That approval be given for the issue of up to

50,000 performance share rights under the

Fisher & Paykel Healthcare Performance Share

Rights Plan to Lewis Gradon, Managing Director

and Chief Executive Officer of the Company.

(5) That approval be given for the issue of up to

150,000 options under the Fisher & Paykel

Healthcare 2003 Share Option Plan to Lewis

Gradon, Managing Director and Chief Executive

Officer of the Company.

(See Explanatory Note 3)

Notice of Annual Shareholders’ Meeting 20183
SHAREHOLDER QUESTIONS

Consideration of any shareholder questions

raised during the meeting.

By Order of the Board of Directors

TONY CARTER, BOARD CHAIR

6 JULY 2018

Fisher & Paykel Healthcare Corporation Limited4
PROCEDURAL NOTES

Persons entitled to vote

The persons who will be entitled to vote on the

resolutions at the Annual Shareholders’ Meeting are

those persons who will be the shareholders of the

Company at 5.00pm on Tuesday, 21 August 2018 (NZST).

Casting a vote

The voting form enclosed with this notice allows you,

or your proxy, to vote either for or against, or abstain

from, each of the resolutions. Votes may be cast in any

one of the following ways:

Meeting attendance

Attending in person:

Shareholders present at the Annual Shareholders’

Meeting in person may cast their votes at the meeting.

Download the “LinkVote” App available at the App Store

or Google Play Store to vote at the meeting using your

Apple or Android phone. Alternatively, if you prefer to

vote using a paper card this option will still be available.

Attending online:

To attend the meeting online please go to

www.virtualmeeting.co.nz/fph18. Shareholders

attending online will be able to vote and ask questions

during the meeting. Shareholders will require their

shareholder number, found on the proxy form, for

verification purposes.

Online and postal voting prior to the meeting

Shareholders may also directly cast a vote online

at vote.linkmarketservices.com/FPH or by post by

completing and lodging the enclosed voting form

with the share registrar, Link Market Services Limited,

in accordance with the instructions set out on the

form, not less than 48 hours before the time of the

holding of  the meeting (i.e. before 2.00pm on

Tuesday 21 August 2018 (NZST)).

Notice of Annual Shareholders’ Meeting 20185
Proxy

Shareholders may appoint a proxy to attend the

Annual Shareholders’ Meeting and vote in their place.

A body corporate who is a shareholder may appoint

a representative to attend on its behalf in the same

manner as that in which it could appoint a proxy.

A proxy need not be a shareholder of the Company.

A shareholder who wishes to do so may appoint the

Chair of the Meeting to act as proxy.

A proxy will vote as directed in the proxy form or,

if voting is left to the proxy’s discretion, then the

proxy will decide how to vote on the resolutions.

If the Chair is appointed as proxy and the voting

is left to his discretion, the Chair intends to vote

in favour of each of Resolutions (1) to (5).

To appoint a proxy, go online to

vote.linkmarketservices.com/FPH or complete and

lodge the enclosed voting form with the share registrar,

Link Market Services Limited, in accordance with the

instructions set out on the form not less than 48 hours

before the time of the holding of the meeting (i.e.

before 2.00pm on Tuesday 21 August 2018 (NZST)).

Voting Restrictions

The Company will disregard any votes cast on Resolution

(4) or (5) by Lewis Gradon and any of his associates.

However, the Company need not disregard a vote cast

on Resolution (4) or (5) if it is cast by any of the above

people as proxy for a person who is entitled to vote,

in accordance with an express direction on the voting

form to vote for or against the applicable resolution.

Resolutions

All of the resolutions contained in this Notice of

Meeting must be passed by an ordinary resolution of

shareholders, i.e. by a simple majority of the votes of

those shareholders entitled to vote and voting on the

resolution in person or by proxy.

NZX

This Notice of Meeting has been approved by NZX

Limited (NZX) in accordance with NZX Main Board

Listing Rule 6.1.1. NZX does not take any responsibility

for any statement in this Notice.

Fisher & Paykel Healthcare Corporation Limited6
EXPLANATORY NOTES

EXPLANATORY NOTE 1 –

RE-ELECTION OF DIRECTORS

Under NZX Main Board Listing Rule 3.3.11, and in

accordance with the Company’s constitution, one-third

of the Company’s Directors retire by rotation at the

Annual Shareholders’ Meeting and are eligible for

re-election at that meeting. Those retiring by rotation

are the Directors who have served longest as Directors

since they were elected or last re-elected.

Scott St John, Michael Daniell and Arthur Morris are

the Directors retiring in 2018. Being eligible, both

Scott St John and Michael Daniell offer themselves

for re-election. Arthur Morris has chosen not to seek

re-election and will therefore be retiring from the

Board at the meeting. The Board has commenced

a search for Dr Morris’ replacement.

All directors standing for re-election do so with the

support of the Board. Scott St John is considered

by the Board to be an independent Director. The

Board does not consider Michael Daniell to be an

independent Director given he was previously

employed in an executive capacity by the Company.

Biographical backgrounds of Scott St John and

Michael Daniell are set out below.

Scott St John

Scott is Chancellor of the University of Auckland,

and a director of Mercury NZ Limited, the NEXT

Foundation, Fonterra Cooperative Group Limited

and First NZ Capital Limited. He was Chief Executive

Officer of First NZ Capital from 2002 to March 2017.

Scott is a member of Chartered Accountants Australia

Notice of Annual Shareholders’ Meeting 20187
and New Zealand and a fellow of the Institute of

Finance Professionals New Zealand. He has a Bachelor

of Commerce and a Diploma in Business.


Michael (Mike) Daniell

Mike was Managing Director and Chief Executive

Officer of Fisher & Paykel Healthcare from November

2001 to March 2016. He was General Manager of

Fisher & Paykel’s medical division from 1990 to 2001

and previously held various technical management

and product design roles within the Company. Mike is

a member of the Council of the University of Auckland,

a director of Tait Limited and the Medical Research

Commercialisation Fund, and Chair of the Medical

Technologies Centre of Research Excellence. He has

a Bachelor of Engineering (Hons).

EXPLANATORY NOTE 2 –

AUDITOR’S REMUNERATION

Under section 207T of the Companies Act 1993,

PricewaterhouseCoopers is automatically reappointed

as the auditor of the Company and this resolution

authorises the Board to fix the fees and expenses of

the auditor in accordance with section 207S of the

Companies Act 1993.

Fisher & Paykel Healthcare Corporation Limited8
EXPLANATORY NOTE 3 –

LONG TERM VARIABLE REMUNERATION ISSUED

TO THE MANAGING DIRECTOR AND CHIEF

EXECUTIVE OFFICER

Introduction

The Board believes that the issue of equity-based

long-term variable remuneration instruments (LTVR

Instruments) will provide appropriate alignment of

participating employees to grow the total shareholder

return of the Company. LTVR Instruments also assist

the Company to attract, motivate and retain key

employees in an environment where such employees

are in high demand, both within New Zealand and

internationally. LTVR Instruments will be issued to

employees as a long-term component of remuneration

provided to employees in accordance with the

Company’s remuneration policy.

The Company currently operates the following

long-term variable remuneration arrangements

(the Existing LTVR Plans) under which LTVR

Instruments are issued to selected executives,

managers and employees:

• The Fisher & Paykel Healthcare 2003 Share Option

Plan (the Option Plan), under which options are

issued. Under the Option Plan, options vest and

become exercisable for ordinary shares depending

on share price performance relative to a cost of

capital benchmark.

SHARE RIGHTSOPTIONSLTVR INSTRUMENTS TOTAL

201720182017201820172018

Maximum

Amount

Actual

Amount

Issued

Maximum

Amount

Maximum

Amount

Actual

Amount

Issued

Maximum

Amount

Maximum

Amount

Actual

Amount

Issued

Maximum

Amount

50,00040,59850,000150,000111,364150,000200,000151,962200,000

Notice of Annual Shareholders’ Meeting 20189
• The Fisher & Paykel Healthcare Performance Share

Rights Plan (the Performance Share Rights Plan),

under which performance share rights are issued.

Under the Performance Share Rights Plan,

performance share rights vest and become

exercisable for ordinary shares depending on the

achievement of a designated total shareholder

return hurdle.

Shareholder approval is being sought to issue up

to 50,000 performance share rights under the

Performance Share Rights Plan, and up to 150,000

options under the Option Plan, to Lewis Gradon,

the Managing Director and Chief Executive Officer

of the Company. Mr Gradon’s participation has been

determined by criteria applying to employees generally

under the Existing LTVR Plans. Mr Gradon is the only

Director eligible to participate in new grants under the

Existing LTVR Plans. The Company intends to issue

these LTVR Instruments to Mr Gradon within six months

of the date of the Annual Shareholders’ Meeting.

The below table compares the number of LTVR

Instruments proposed to be issued to Mr Gradon this

year against the total maximum number proposed

last year, as well as the total number of actual LTVR

Instruments issued to Mr Gradon last year.

SHARE RIGHTSOPTIONSLTVR INSTRUMENTS TOTAL

201720182017201820172018

Maximum

Amount

Actual

Amount

Issued

Maximum

Amount

Maximum

Amount

Actual

Amount

Issued

Maximum

Amount

Maximum

Amount

Actual

Amount

Issued

Maximum

Amount

50,00040,59850,000150,000111,364150,000200,000151,962200,000

Fisher & Paykel Healthcare Corporation Limited10
The Company also intends to issue, pursuant to

NZX Main Board Listing Rule 7.3.6, up to 2,100,000

LTVR Instruments in aggregate to selected senior

executives, managers and other employees of the

Company and its subsidiaries. Together with the

maximum number of LTVR Instruments proposed

to be issued to Mr Gradon, the Company therefore

intends to issue no more than a maximum aggregate

of 2,300,000 LTVR Instruments to employees,

including Mr Gradon, following the Annual

Shareholders’ Meeting. This is the same maximum

aggregate number of LTVR Instruments that was

indicated, at the Company’s 2017 Shareholders’

Meeting, would be issued within the six months

following that meeting and equates to the issue of

LTVR Instruments to acquire shares representing

approximately 0.4% of the total ordinary shares

on issue. If all 2,300,000 LTVR Instruments were

exercised for shares then shareholders would be

diluted by this percentage amount. In 2017, the actual

number of LTVR Instruments issued was 1,527,868.

The Existing LTVR Plans have been operated by the

Company for several years and the Board continues

to review the operation of the Existing LTVR Plans and

to consider whether new plans should be adopted to

issue LTVR Instruments of a different nature, or with

different terms and conditions, to those issued under

the Existing LTVR Plans. The additional LTVR

Instruments proposed to be issued to employees may

be issued under the Existing LTVR Plans or any new

plans that may be adopted by the Board. However,

it is the intention that LTVR Instruments will continue

to be issued to the Company’s senior executives and

senior managers under the Existing LTVR Plans.

Information about each Existing LTVR Plan (and

any new plan that may be adopted by the Board),

including copies of the documentation giving effect

to the relevant plan, is (or will be) available for review

on the Company’s website www.fphcare.com/nz/

our-company/investor/governance/long-term-

variable-remuneration-plans. A summary of the key

terms of each Existing LTVR Plan is set out below.

Notice of Annual Shareholders’ Meeting 201811
Key Terms of the Performance Share Rights Plan

The key terms of the Performance Share Rights

Plan are:

• No amount is payable by a participant for the grant

of performance share rights.

• One share right gives the participant the potential

to exercise that performance share right for one

ordinary share in the Company at no cost.

• Whether (and how many) performance share rights

become exercisable will depend on the Company’s

gross total shareholder return (TSR) performance

compared to the performance of the Dow Jones

US Select Medical Equipment Total Return Index

(DJSMQDT) in New Zealand dollars over the same

period (the Index return).

• The Company’s TSR will be calculated and

compared against the Index return at the end of the

following performance periods:

– from the date of the grant of the performance

share rights (the Grant Date) to the third

anniversary of that date (the First Performance

Period);

– from the Grant Date to the fourth anniversary

of that date (the Second Performance Period);

– from the Grant Date to the fifth anniversary of

that date (the Final Performance Period); and

– if a person or group of persons acting in concert

acquires 50% or more of the shares on issue

prior to the fifth anniversary of the Grant Date

(a Change of Control), from the Grant Date

to the date on which that person or group of

persons acquires at least 50% of the shares

on issue (the Takeover Performance Period).

Fisher & Paykel Healthcare Corporation Limited12
• Performance share rights will only become

exercisable if the Company’s TSR over the relevant

performance period exceeds the Index return over

the same period, measured in absolute terms. If

at the end of the relevant performance period the

Company’s TSR performance over that period

exceeds the Index return over the same period by

less than 10%, measured in absolute terms, then

between 50% and 100% of the performance share

rights held by the participant, as determined on

a straight-line basis by the Company, become

exercisable. If the Company’s TSR over that

performance period exceeds the Index return

over the same period by 10% or more, measured

in absolute terms, then all of the performance

share rights will become exercisable as at the

end of the relevant performance period.

• At the end of the First Performance Period, the

Company will advise each participant whether any

of their performance share rights are exercisable

depending on the above methodology and if they

are, the number of performance share rights which

are exercisable. The participant may then choose

to exercise any exercisable performance share

rights or not.

• Exercisable performance share rights may only be

exercised during the 20 business day period from

the date that the participant is notified that the

performance share rights have become exercisable

following the end of the relevant performance

period (the Exercise Period). The Board has

discretion to extend an Exercise Period or set a

new Exercise Period if the Exercise Period would

otherwise fall outside a permitted trading period

under the Company’s securities trading policy. If the

participant chooses not to exercise any exercisable

performance share rights (or no performance share

rights are exercisable because the Company’s TSR

over the performance period has not exceeded the

Index return over the same period), the process is

repeated at the end of the Second Performance

Period and, if necessary, at the end of the Final

Performance Period. The process is also repeated

Notice of Annual Shareholders’ Meeting 201813
if a Change of Control occurs at the end of the

Takeover Performance Period. At the end of the

Exercise Period in respect of the Final Performance

Period, any unexercised performance share rights

and any performance share rights which are not

capable of exercise will lapse.

• Unless otherwise determined by the Board, a

participant’s performance share rights will lapse

on the first to occur of the following events:

– the exercise of any of that participant’s

performance share rights within an Exercise

Period;

– 5.00pm on the last day of the Exercise Period

in respect of the Final Performance Period;

– in the case of performance share rights held

by a participant who ceases to be employed

because of serious illness, accident, permanent

disablement, redundancy, death or after a

person or group of persons acting in concert

acquires 50% or more of the shares on issue, in

each case after the third anniversary of the date

of grant of the performance share rights, the last

date of the Exercise Period in respect of the next

performance period following the date on which

the participant ceases to be employed; and

– in the case of performance share rights held

by a participant who ceases to be employed

because of any other reason, the day on which

that person ceases to be employed.

• Subject to any applicable Listing Rules, the Board

is given discretion to adjust the terms of any

performance share rights to achieve equivalent

treatment as between the participants in the

Performance Share Rights Plan and the

shareholders in the event of a change in the

capital structure of the Company.

• The Company may amend the terms of the

Performance Share Rights Plan, subject to the

consent of any adversely affected participant.

Fisher & Paykel Healthcare Corporation Limited14
• Performance share rights are not transferable,

other than to certain persons associated with an

employee and approved by the Board, and do

not participate in dividends or other distributions

of the Company. Participants are not entitled to

participate in new issues of the underlying securities

(such as a rights issue or bonus issue) prior to

exercising the performance share rights.

• Performance share rights will not be quoted on

either the NZX Main Board or the ASX markets.

So long as the Company remains listed on the NZX

Main Board and/or the ASX markets, it is intended

that the shares issued on exercise of performance

share rights will be quoted on the NZX Main Board

and/or the ASX markets (as applicable).

• Ordinary shares issued or transferred on the

exercise of performance share rights will be fully

paid and rank equally with all other ordinary shares

in the Company except for dividends declared or

payable in respect of any period prior to the issue

of the relevant shares.

Key Terms of the Option Plan

The key terms of the Option Plan are:

• No amount is payable for the grant of options.

• One option gives the participant the right to

subscribe at the exercise price for one ordinary

share in the Company subject to meeting the

following exercise conditions:

– the options granted under the Option Plan to

a participant on a particular grant date may

only be exercised at any time between the

third anniversary of the grant date and the

fifth anniversary of the grant date; and

– the Company’s share price on the NZX Main

Board has, at any time on or after the third

anniversary of the grant date, exceeded the

“Escalated Price” (described below).

• Unless otherwise determined by the Board:

– if the participant ceases employment with

the Company due to serious illness, accident,

permanent disablement, redundancy or after

a person or group of persons acting in concert

Notice of Annual Shareholders’ Meeting 201815
acquires 50% or more of the shares on issue,

the participant will have one month to exercise

all outstanding options;

– in the event of the participant’s death, the

participant’s executor will have three months

to exercise all outstanding options; and

– on termination of employment for any other

reason all outstanding options held by the

participant will expire.

• The exercise price of the options to be granted

under the Option Plan following the Annual

Shareholders’ Meeting will be the volume weighted

average price for a share on the NZX Main Board

for the five business days prior to the grant date

for the options.

• The Escalated Price is determined as follows:

– As at each anniversary of the grant date up

to and including the third anniversary of the

grant date for an option, a “base price” will be

calculated by:

– increasing the last calculated base price

(which as at the first anniversary of the grant

date will be the exercise price of the option)

by a percentage amount determined by the

Board to represent the Company’s cost of

capital; and

– reducing the resulting figure by the amount

of any dividend paid by the Company in the

12 month period immediately preceding

that anniversary.

– The Escalated Price will be the base price

determined as at the third anniversary of the

grant date in accordance with the above.

• Subject to any applicable Listing Rules, the Board

is given discretion to adjust the terms of any

options (including the exercise price) to achieve

equivalent treatment as between the participants

in the Option Plan and the shareholders in the event

of a change in the capital structure of the Company.

• The Company may amend the terms of the Option

Plan, subject to the consent of any adversely

affected participant.

Fisher & Paykel Healthcare Corporation Limited16
• Options are not transferable, other than to certain

persons associated with an employee, and do not

participate in dividends or other distributions of

the Company. Participants are not entitled to

participate in new issues of the underlying

securities (such as a rights issue or bonus issue)

prior to exercising the options.

• Options will not be quoted on either the NZX Main

Board or the ASX markets. So long as the Company

remains listed on the NZX Main Board and/or the

ASX markets it is intended that the shares issued

on exercise of options will be quoted on the NZX

Main Board and/or the ASX markets (as applicable).

• Ordinary shares issued or transferred on the

exercise of options will be fully paid and rank

equally with all other ordinary shares in the

Company except for dividends declared or

payable in respect of any period prior to the

issue of the relevant shares.

• The Cancellation Offer facility approved by

shareholders at the 2004 Annual Shareholders’

Meeting (which allows optionholders to cancel

vested options in consideration for shares of a

value equal to the gain that the optionholders

would receive if they exercised their options)

applies to the options granted under the

Option Plan.

---

Lodge your proxy:
Online: vote.linkmarketservices.com/FPH

Scan & Email: meetings@linkmarketservices.com

(Please use “FPH Proxy Form” as the subject for easy

identification).

Mail: Use the enclosed reply paid envelope or

address to:

Link Market Services

PO Box 91976, Auckland 1142, New Zealand.

By hand:

Link Market Services

Level 11, Deloitte Centre

80 Queen Street, Auckland, New Zealand.

By Fax: + 64 9 375 5990

General Enquiries:

+64 9 375 5998 or email:

meetings@linkmarketservices.com.

SCAN THIS QR CODE WITH YOUR

SMARTPHONE AND VOTE ONLINE

Fisher & Paykel Healthcare Corporation Limited Annual Meeting Voting Form

The Fisher & Paykel Healthcare Annual Shareholders’ Meeting will be held on Thursday, 23 August 2018 at 2.00pm

(NZST) at the Guineas Ballroom, Ellerslie Event Centre, Auckland, New Zealand.

Shareholders are also able to attend the Annual Shareholders’ Meeting online via the Link Market Services Virtual

Annual Meeting platform at www.virtualmeeting.co.nz/fph18. If you will be attending online, you will require your Holder

Number for verification purposes.

NOTES

Attending the Meeting

1. If you propose to attend the Annual Shareholders’ Meeting in

person please bring this Voting Form to the meeting to assist with

your registration. All shareholders must register with Link Market

Services prior to entering the meeting room. If you wish to vote

using your mobile phone, please download the “LinkVote” App prior

to the meeting on the App Store or Google Play Store. Shareholder

who prefer to vote using a voting card will still be able to do so.

2. If you propose to attend the Annual Shareholders’ Meeting online

via the Link Market Services Virtual Annual Meeting platform, you

will you will require your shareholder number, found on the proxy

form, for verification purposes to enable you to vote online.

Postal Vote

3. If you are entitled to attend and vote at the Annual Shareholders’

Meeting you are entitled to vote by postal vote. The Company

Secretary has been authorised by the Board to receive and count

postal votes at the Annual Meeting.

4. You can cast your postal vote online or by one of the other

methods listed above. If you return your postal vote without

indicating how you wish to vote, or your indication on how to vote

is unclear on any resolution, you will be deemed to have abstained

from voting on that resolution.

5. If you complete the postal vote section and also appoint a proxy

then your postal vote will be cast and your proxy appointment will

not be counted.

6. If this form is returned duly signed by a shareholder with voting

instructions completed, but without indicating that it is a postal

vote or proxy has not been appointed, it will be deemed to be a

postal vote.

Proxy Appointment

7. If you are a shareholder entitled to attend and vote at the Annual

Shareholders’ Meeting you are entitled to appoint a proxy or, in the

case of a corporate shareholder, a representative to attend and

vote instead of you. This Voting Form may be completed online,

mailed, delivered, faxed or scanned and emailed in accordance with

the instructions above.

8. A proxy can be any person of your choice and does not have to be

a shareholder of Fisher & Paykel Healthcare. If you wish you can

appoint the Chairman of the Meeting as your proxy. The Chairman

will vote in accordance with your instructions, or, failing your

instruction, in accordance with the terms set out in note 9 of this

Voting Form.

9. If you tick the box “discretion” on any resolution, you are directing

your proxy or representative to decide how to vote on that resolution

on your behalf. If you tick the “abstain” box on any resolution, you are

directing your proxy or representative not to vote on that resolution.

If you return this Voting Form without a direction as to how to vote

on any resolution, or if you tick more than one box in relation to any

resolution, the vote on that resolution will be treated as “discretion”

and your proxy will exercise his/her discretion as to whether to vote

and, if so, how. The Chairman intends to vote discretionary proxies in

favour of Resolutions 1 to 5.

10. If you return this form without appointing a proxy your Voting Form

will be invalid.

11. If your proxy is a disqualified person for the purpose of the NZX

Main Board Listing Rules in respect of a resolution, neither your

proxy nor any of that proxy’s associated persons may vote any

undirected proxies on that resolution.

12. This Voting Form must be signed by you or your attorney, duly

authorised in writing. In the case of a joint shareholding, this form must

be signed by each of the joint shareholders (or their duly authorised

attorney). In the case of a corporate shareholder, this Voting Form

must be signed by a director or a duly authorised officer acting

under the express or implied authority of the corporate shareholder,

or an attorney duly authorised by the corporate shareholder.

13. If this Voting Form is signed under a power of attorney, a certificate

of non-revocation must be completed and a copy of the power of

attorney provided to Link Market Services Limited, unless it is has

already been noted by the Company or Link Market Services Limited.

General

14. The Company will disregard any votes cast on Resolutions 4 and 5

by Lewis Gradon and any of his associated persons (as defined in

the NZX Market Board Listing Rules).

15. The Company need not disregard a vote cast on Resolutions 4 or 5

if it is cast by a disqualified person as proxy for a person who is

entitled to vote, in accordance with an express direction on the

Voting Form to vote for or against the applicable resolution.

16. If you wish to vote by postal vote or appoint a proxy then please

complete and return this form and the power of attorney or other

authority, if any, under which it is signed, or a copy of that power or

authority certified by a Solicitor, Justice of the Peace or Notary

Public must be lodged with Link Market Services Limited by no later

than 2.00pm, Tuesday 21 August 2018 (NZST), (being 48 hours prior

to the meeting) in accordance with the instructions above.

Go online to vote.linkmarketservices.com/FPH to cast your vote

or appoint your proxy, or turn over to complete the form.

For your vote or proxy to be effective it must be lodged with Link Market Services by no later than 2.00pm,

Tuesday 21 August 2018 (NZST).

Section 2:
Voting instructions

This form is to be used to vote as follows on the following resolutions: Tick (

ü

) in box to record your vote

BusinessForAgainstAbstainDiscretion

1.To re-elect Scott St John as a Director.

2.To re-elect Michael Daniell as a Director.

3.To authorise the Directors to fix the fees and expenses of the Company’s auditor.

4.To approve the issue of performance share rights to Lewis Gradon as set out in

the Notice of Annual Shareholders’ Meeting 2018.


5.To approve the issue of options to Lewis Gradon as set out in the Notice of

Annual Shareholders’ Meeting 2018.


The resolutions above are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting 2018 for the full text of the

resolutions and the explanatory notes.

Section 1:

Choose to vote by postal vote or appoint a proxy to vote on your behalf

Postal Voting

I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.

Appoint a Proxy to vote on your behalf

I/We being a shareholder(s) of

Fisher & Paykel Healthcare Corporation Limited hereby appoint: at:

(full name of proxy) (email)

Or failing that person: at:

(full name of proxy) (email)

as my/our proxy to vote for me/us on my/our behalf at the Annual Shareholders’ Meeting of Fisher & Paykel Healthcare

Corporation Limited to be held at 2:00pm on Thursday, 23 August 2018 (NZST), or at any adjournment of that meeting.

If you wish, you may appoint the Chairman of the Meeting as your proxy by entering “Chairman of the Meeting” in the box above.

Sign:

Signature of Security Holder(s). This section must be completed.

Contact details Signed this 2018

(Daytime phone number) (Date)

Signature/s

(All shareholders must sign)

If you would like to receive your shareholder communications electronically going forward, please email operations@linkmarketservices.co.nz.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.