Notice of Meeting

NOTICE OF MEETING 2018
Care &
attention
Business
A. Annual Report and Financial Statements
To consider and receive the annual report and the financial statements for the year ended 31 May 2018 and the audit
report thereon.
B. Chair’s Address
C. Chief Executive Officer’s Address
D. Resolutions
Shareholders will be asked to consider and, if thought appropriate, pass the following resolutions:
1. Re-election of Alan Isaac
That Alan Isaac, who retires by rotation and, being eligible, offers himself for re-election, be re-elected as a
Director of the Company.
2. Re-election of Kerry Prendergast
That Kerry Prendergast, who retires by rotation and, being eligible, offers herself for re-election, be re-elected
as a Director of the Company.
3. Election of Sally Evans
That Sally Evans, who holds office under the constitution only until the Annual Meeting and, being eligible,
offers herself for election, be elected as a Director of the Company.
4. Election of Gregory Tomlinson
That Gregory Tomlinson, who holds office under the constitution only until the Annual Meeting and, being eligible,
offers himself for election, be elected as a Director of the Company.
5. Auditor’s Remuneration
That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as the auditor of the Company
for the ensuing year.
E. Other Business
Notice is hereby given that the Annual Meeting of Shareholders of
Oceania Healthcare Limited (the “Company”) will be held at The Heritage Hotel,
35 Hobson Street, Auckland on Tuesday 28 August 2018 at 2.00pm.

Ordinary Resolutions
Each of the resolutions set out above is an ordinary resolution, which will be passed if approved by a simple majority of the votes
of shareholders entitled to vote and voting in person or by proxy or representative.
Persons Entitled to Vote
The persons who are entitled to vote on the resolutions at the Annual Meeting, and the number of votes they may cast, are as
shown in the share register of the Company at 5.00pm on Friday 24 August 2018.
Proxies and Voting
Any shareholder who is entitled to attend and vote at the meeting may appoint a proxy instead to attend and vote on their behalf.
A proxy need not be a shareholder of the Company. A body corporate that is a shareholder may appoint a representative to attend
and vote on its behalf in the same manner as that in which it could appoint a proxy.
The Chair of the Company is willing to act as proxy for any shareholder who wishes to appoint her for that purpose. The Chair
intends to vote any undirected proxies in favour of the resolutions.
If you wish to appoint a proxy, please review the proxy form which provides information for you to complete the form either online,
by mail or by fax.
For your proxy appointment to be effective, it must be received by the share registrar, Computershare Investor Services Limited,
in accordance with the instructions set out on the form not less than 48 hours before the start of the meeting – that is, by 2.00pm
on Sunday 26 August 2018.
Explanatory Notes
Election and Re-election of Directors
Under rule 3.3.11 of the NZX Main Board Listing Rules, and in accordance with clause 28.7 of the Constitution, one third (or the
number nearest to one third) of the Directors of the Company must retire by rotation at the Annual Meeting. Directors appointed
by the Board are not taken into account in determining the number of Directors that are required to retire by rotation. If the retiring
Directors are eligible, they may offer themselves for re-election by shareholders at the meeting. In this case, Alan Isaac and Kerry
Prendergast retire by rotation and, being eligible, offer themselves for election as non-executive Directors of the Company.
Sally Evans and Gregory Tomlinson were appointed during the year by the Board. In accordance with clause 28.4 of the Company’s
constitution, they hold office only until the Annual Meeting. They are eligible for election, and offer themselves for election as
non-executive Directors of the Company.
The Board has determined that in its view, if elected or re-elected (as applicable):
• Alan Isaac, Kerry Prendergast and Sally Evans will each be an independent Director; and
• Gregory Tomlinson will not be an independent Director,
for the purposes of the NZX Main Board Listing Rules.
All Directors standing for election or re-election do so with the support of the other Directors of the Company.
Resolution 1: The re-election of Alan Isaac
Alan Isaac was appointed as a Director in October 2015.
Alan is a professional Director with extensive experience in accounting, finance and governance. He is currently Vice President
of the Institute of Directors NZ Inc and is Chairman of McGrath Nicol & Partners and New Zealand Community Trust. He is also
a former President of the International Cricket Council. Alan is a Director of Scales Corporation Limited and Skellerup Holdings
Limited. He is also a Board member of the Wellington Free Ambulance.
Alan is a former national Chairman of KPMG, and was made a Companion of the New Zealand Order of Merit (CNZM) in 2013.
He is a Fellow of Chartered Accountants Australia and New Zealand.
Alan is the Chair of the Audit Committee and is a member of the Remuneration Committee.

Resolution 2: The re-election of Kerry Prendergast
Kerry Prendergast was appointed as a Director in December 2016.
Kerry is a professional Director. She was Mayor of Wellington (2001-2010) and is currently a Director on the boards of Compass
Health and Wellington Free Ambulance, and is the Chair of Tourism New Zealand, the Environmental Protection Authority and
the NZ Film Commission.
For 25 years Kerry was an independent midwife after training as a general nurse in 1970, and consequently gaining a Diploma in
Intensive Care. Kerry was made a Companion of the New Zealand Order of Merit (CNZM) in 2011.
Kerry is the Chair of the Clinical and Health and Safety Committee.
Resolution 3: The election of Sally Evans
Sally Evans joined the Board as an independent non-executive Director on 23 March 2018.
Sally has over 30 years’ experience in the private, government and social enterprise sectors in Australia, New Zealand, the
United Kingdom and Hong Kong. Sally currently chairs the social enterprise LifeCircle and is a Non-Executive Director of ASX-listed
Gateway Lifestyle Operations Limited. She has previously held Directorships on the boards of Opal Specialist Aged Care and
Blue Cross Aged Care, was an inaugural member of the Australian Federal Government’s Aged Care Financing Authority and
held executive roles as Healthcare Director at the FTSE Compass Group plc and Head of Aged Care at AMP Capital.
Sally is the Chair of the Remuneration Committee and is a member of the Clinical and Health and Safety Committee.
Resolution 4: The election of Gregory Tomlinson
Gregory Tomlinson joined the Board as a non-executive Director on 23 March 2018.
Greg is a Christchurch-domiciled businessman and investor with experience in a variety of New Zealand industries. One of the
original pioneers of the aquaculture industry in Marlborough, he has also established construction and aged care businesses.
Greg established Qualcare before it was sold into the Oceania Group in early 2008 and he was a Director of Oceania Healthcare
from 2008 until 2016. Greg holds directorships on the boards of a number of New Zealand-based companies and is currently a
Director of Heartland Bank Limited.
Auditor’s Remuneration
Resolution 5: Auditor’s Remuneration
The current auditor of the Company, PricewaterhouseCoopers, will be automatically reappointed as the Company’s auditor
under section 207T of the Companies Act 1993. Under section 207S of the Companies Act 1993, the auditor’s fees and expenses
must be fixed in the manner determined at the meeting. Shareholder approval is therefore sought for the Directors to fix
PricewaterhouseCoopers’ remuneration for the following year.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
30 July 2018

oceaniahealthcare.co.nz

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How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. A proxy need
not be a shareholder of the company. The Chairperson 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 Chairperson' or the
name of your proxy in the space allocated in 'Step 1'of this form.
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
shareholder 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 shareholder must sign.
Joint Holding
Where two or more persons are registered as joint shareholders, at least one
joint shareholder should sign. The vote of the person first named in the Share
Register will be accepted to the exclusion of the votes of the other joint
holders.
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
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.

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 Oceania Healthcare 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 Shareholder Meeting of Oceania
Healthcare Limited to be held at The Heritage Auckland, 35 Hobson Street, Auckland on Tuesday, 28 August 2018 at 2:00pm and at any adjournment of that
meeting.
Please note: Unless otherwise instructed, your proxy will vote as he/she thinks fit. Should you wish to direct the proxy how to vote, please mark the
appropriate boxes below. 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.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of Shareholder(s) This section must be completed.
Shareholder 1
or Sole Director/Director
Shareholder 2
or Director (if more than one)
Shareholder 3
Annual Shareholder Meeting of Oceania Healthcare Limited to
be held at The Heritage Auckland, 35 Hobson Street, Auckland
on Tuesday, 28 August 2018 at 2:00pm
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
Item 1That Alan Isaac, who retires by rotation and, being eligible, offers himself for re-election, be re-elected
as a Director of the Company.
Item 2That Kerry Prendergast, who retires by rotation and, being eligible, offers herself for re-election, be re-
elected as a Director of the Company.
Item 3That Sally Evans, who holds office under the constitution only until the Annual Meeting and, being
eligible, offers herself for election, be elected as a Director of the Company.
Item 4That Gregory Tomlinson, who holds office under the constitution only until the Annual Meeting and, being
eligible, offers himself for election, be elected as a Director of the Company.
Item 5That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as the auditor of the
Company for the ensuing year.

Ballot Paper
Signature of Securityholder(s) This section must be completed.
STEP 3
Signature

STEP 1
Items of Business
STEP 2
Please note: Indicate with a tick in the boxes below how you wish your vote to be cast. Please refer to the Notice of Meeting for explanatory notes.
If you mark the Abstain box for an item, your vote will not be counted in computing the required majority.
Name

Annual General Meeting of Oceania Healthcare Limited
28 August 2018
Name and CSN/Shareholder Number
CSN/Shareholder Number(Optional)
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ForAgainstAbstain
Ordinary Business
Item 1That Alan Isaac, who retires by rotation and, being eligible, offers himself for re-election, be re-elected as a Director
of the Company.
Item 2That Kerry Prendergast, who retires by rotation and, being eligible, offers herself for re-election, be re-elected as a
Director of the Company.
Item 3That Sally Evans, who holds office under the constitution only until the Annual Meeting and, being eligible, offers
herself for election, be elected as a Director of the Company.
Item 4That Gregory Tomlinson, who holds office under the constitution only until the Annual Meeting and, being eligible,
offers himself for election, be elected as a Director of the Company.
Item 5That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as the auditor of the Company
for the ensuing year.