Notification of Issue of Securities

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

NOTIFICATION OF ISSUE OF SECURITIES
Auckland, New Zealand, 5 October 2018 - Fisher & Paykel Healthcare Corporation Limited
(NZSX:FPH, ASX:FPH) advises that the following securities were issued pursuant to the Company’s
2014 and 2015 issue of options under the Fisher & Paykel Healthcare 2003 Share Option Plan and
the Company’s 2015 issue of Performance Share Rights (PSRs). The issue of options and shares
under the Option Plan was approved by the Board on 20 August 2014 and 27 August 2015
respectively. The issue of shares under the PSR plan was approved by the Board on 27 August
2015.
(a) Class of security Ordinary shares
ISIN NZFAPE0001S2
(b) Number issued 34,677
(c) Issue price Options: $4.88 (1,022 shares); $7.23 (9,875 shares)
PSRs: $Nil (23,780 shares)
(d) Payment terms Nil refer (g) below
(e) Amount paid up In full
(f) Percentage of total class issued 0.00605%
(g) Reason for issue Employees cancelling options issued in August 2014
and August 2015 under the Fisher & Paykel Healthcare
2003 Share Option Plan.
17,790 options were cancelled on 5 October 2018
pursuant to the Cancellation Offer approved by
shareholders at the ASM held on 12 August 2004.
9,517 shares were issued in consideration of the
cancellation of the options and are equal in value to the
gain on the options (such gain being calculated based
on exercise prices of $4.88 and $7.23).
1,380 shares were issued to an employee exercising
options issued under the 2015 issue of the Fisher &
Paykel Healthcare 2003 Share Option Plan.
Employees exercising PSRs issued under the 2015
issue of the Fisher & Paykel Healthcare Performance
Share Rights Plan.
23,780 PSRs were exercised on 5 October 2018 and
23,780 shares were issued.

(h) Authority for issue Directors’ resolution
(i) Terms of issue The shares rank pari passu with the existing ordinary
shares.
(j) Total number of securities after
issue
573,183,061
(l) Date of issue 5 October 2018

This advice is given under Listing Rule 7.12.1.
Ends
Contact: Ed Timmins, Company Secretary on +64 9 574 0164. For more information about the
company visit our website www.fphcare.com

---

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.
Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13


Name of entity
Fisher & Paykel Healthcare Corporation Limited

ABN
098 026 281


We (the entity) give ASX the following information.


Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1
+
Class of
+
securities issued or to
be issued

Ordinary shares


2 Number of
+
securities issued or to
be issued (if known) or maximum
number which may be issued

34,677

3 Principal terms of the
+
securities
(e.g. if options, exercise price and
expiry date; if partly paid
+
securities, the amount outstanding
and due dates for payment; if
+
convertible securities, the
conversion price and dates for
conversion)
Issue of 9,517 fully paid ordinary shares
following cancellation of 17,790 options
granted under the Fisher & Paykel Healthcare
Share Option Plan in August 2014 and
September 2015.
The shares were issued in consideration of the
cancellation of the options and are equal in
value to the gain on the options (such gain
being calculated based on exercise prices of
NZD4.88 and NZD7.23).

Issue of 1,380 fully paid ordinary shares
following exercise of 1,380 options granted
under the Fisher & Paykel Healthcare Option
Plan in September 2015 based on an exercise
price of NZD7.23.

Issue of 23,780 ordinary shares following
exercise of Performance Share Rights issued
under the 2015 issue of Fisher & Paykel
Healthcare Performance Share Rights.



4 Do the
+
securities rank equally in
all respects from the
+
issue date
with an existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a trust,
distribution) or interest
payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
Yes


5 Issue price or consideration

Options:
NZD4.88 (AUD4.47) per ordinary share -
1,022 shares.
NZD7.23 (AUD6.62) per ordinary share –
9,875 shares.

PSRs:
NZD0.00 (AUD0.00) per ordinary share –
23,780 shares.

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly
identify those assets)






Issued to employees under the Fisher & Paykel
Healthcare 2003 Share Option Plan – 10,897
shares.

Issued to employees under the Fisher & Paykel
Healthcare 2015 Performance Share Rights
Plan – 23,780 shares.


6a Is the entity an
+
eligible entity that
has obtained security holder
approval under rule 7.1A?

If Yes, complete sections 6b – 6h
in relation to the
+
securities the
subject of this Appendix 3B, and
comply with section 6i
No


6b The date the security holder
resolution under rule 7.1A was
passed



6c Number of
+
securities issued
without security holder approval
under rule 7.1



6d Number of
+
securities issued with
security holder approval under rule
7.1A



6e Number of
+
securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)




6f Number of
+
securities issued under
an exception in rule 7.2



6g If
+
securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated
under rule 7.1A.3? Include the
+
issue date and both values.
Include the source of the VWAP
calculation.



6h If
+
securities were issued under
rule 7.1A for non-cash
consideration, state date on which
valuation of consideration was
released to ASX Market
Announcements

6i Calculate the entity’s remaining
issue capacity under rule 7.1 and
rule 7.1A – complete Annexure 1
and release to ASX Market
Announcements



7
+
Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
5 October 2018



Number
+
Class
8 Number and
+
class of all
+
securities quoted on ASX
(including the
+
securities in section
2 if applicable)



573,183,061 Ordinary Shares

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 5
Part 2 - Pro rata issue

9 Number and +class of all
+securities not quoted on
ASX (including the
securities in clause 2 if
applicable

Number Class


FPHAW 216,937 PSRs expiring 13 September
2023, NZDNil exercise price.


FPHAT 404,107 PSRs expiring 5 September
2022, NZDNil exercise price.


FPHAJ 375,421 PSRs expiring 6 September
2021, NZDNil exercise price.

FPHAH 2,470 PSRs expiring 8 September
2020, NZDNil exercise price.

FPHAY 126,377 ESRs expiring 13 September
2021, exercise price NZDNil.

FPHAX 670,303 Options expiring 13 September
2023, exercise price NZD14.91.

FPHAV 30,565 Options expiring 7 September
2022, exercise price NZD11.81

FPHAU 1,079,326 Options expiring 5 September
2022, exercise price NZD11.81.

FPHAB 1,169,610 Options expiring 6 September
2021, exercise price NZD9.82.

FPHAI 35,480 Options expiring 11 September
2020, exercise price NZD7.23.


FPHAG 820,180 Options expiring 8 September
2020, exercise price NZD7.23.


FPHAE 275,165 Options expiring 28 August 2019,
exercise price NZD4.88.


10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
No change
11 Is security holder approval
required?




12 Is the issue renounceable or non-
renounceable?



13 Ratio in which the
+
securities will
be offered



14
+
Class of
+
securities to which the
offer relates

15
+
Record date to determine
entitlements




16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?



17 Policy for deciding entitlements in
relation to fractions




18 Names of countries in which the
entity has security holders who will
not be sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.



19 Closing date for receipt of
acceptances or renunciations

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

20 Names of any underwriters





21 Amount of any underwriting fee or
commission



22 Names of any brokers to the issue





23 Fee or commission payable to the
broker to the issue



24 Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
security holders



25 If the issue is contingent on security
holders’ approval, the date of the
meeting



26 Date entitlement and acceptance
form and offer documents will be
sent to persons entitled



27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders



28 Date rights trading will begin (if
applicable)



29 Date rights trading will end (if
applicable)





30 How do security holders sell their
entitlements in full through a
broker?



31 How do security holders sell part of
their entitlements through a broker
and accept for the balance?

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

32 How do security holders dispose of
their entitlements (except by sale
through a broker)?



33
+
Issue date





Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities

34 Type of
+
securities
(tick one)

(a)

+
Securities described in Part 1


(b)

All other
+
securities
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities


Tick to indicate you are providing the information or
documents


35

If the
+
securities are
+
equity securities, the names of the 20 largest holders of the
additional
+
securities, and the number and percentage of additional
+
securities held by
those holders


36

If the
+
securities are
+
equity securities, a distribution schedule of the additional
+
securities setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over


37

A copy of any trust deed for the additional
+
securities

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 9

Entities that have ticked box 34(b)

38 Number of
+
securities for which
+
quotation is sought





39
+
Class of
+
securities for which
quotation is sought




40 Do the
+
securities rank equally in all
respects from the
+
issue date with an
existing
+
class of quoted
+
securities?

If the additional
+
securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next dividend,
(in the case of a trust,
distribution) or interest payment
 the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment



41 Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period

(if issued upon conversion of
another
+
security, clearly identify
that other
+
security)





Number
+
Class
42 Number and
+
class of all
+
securities
quoted on ASX (including the
+
securities in clause 38)

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013


Quotation agreement

1
+
Quotation of our additional
+
securities is in ASX’s absolute discretion. ASX may
quote the
+
securities on any conditions it decides.

2 We warrant the following to ASX.

 The issue of the
+
securities to be quoted complies with the law and is not
for an illegal purpose.

 There is no reason why those
+
securities should not be granted
+
quotation.

 An offer of the
+
securities for sale within 12 months after their issue will
not require disclosure under section 707(3) or section 1012C(6) of the
Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give
this warranty

 Section 724 or section 1016E of the Corporations Act does not apply to any
applications received by us in relation to any
+
securities to be quoted and
that no-one has any right to return any
+
securities to be quoted under
sections 737, 738 or 1016F of the Corporations Act at the time that we
request that the
+
securities be quoted.

 If we are a trust, we warrant that no person has the right to return the
+
securities to be quoted under section 1019B of the Corporations Act at the
time that we request that the
+
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any
claim, action or expense arising from or connected with any breach of the
warranties in this agreement.

4 We give ASX the information and documents required by this form. If any
information or document is not available now, we will give it to ASX before
+
quotation of the
+
securities begins. We acknowledge that ASX is relying on the
information and documents. We warrant that they are (will be) true and complete.


Sign here: ................................................ Date: 5 October 2018
Company Secretary

Print name: Ed Timmins

== == == == ==