2019 Notice of Annual Meeting and Voting Form

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

2019 NOTICE OF ANNUAL MEETING AND VOTING FORM

Auckland, New Zealand, 12 July 2019 - Fisher & Paykel Healthcare Corporation Limited has
provided a copy of its Notice of Annual Shareholders’ Meeting 2019 which will be held at Fisher &
Paykel Healthcare Limited, 15 Maurice Paykel Place, East Tamaki, Auckland, New Zealand on
Wednesday 28 August 2019 commencing at 2.00pm (NZST).

The attached Notice of Meeting and Voting Form will be mailed to shareholders who have not
provided the company’s share registrar with an email address. 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//


Media & Investor Contacts:
Marcus Driller
VP Corporate
marcus.driller@fphcare.co.nz
+64 (0) 27 578 9663

Hayden Brown
Investor Relations Manager
hayden.brown@fphcare.co.nz
+64 (0) 27 807 8073

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Fisher & Paykel Healthcare
NOTICE OF ANNUAL
SHAREHOLDERS’ MEETING
2019

The Annual Shareholders’ Meeting of
Fisher & Paykel Healthcare Corporation
Limited (NZBN 9429040719887 and
ABN 69 098 026 281) will be held at the
Paykel Building, Fisher & Paykel
Healthcare, 15 Maurice Paykel Place, East
Tamaki, Auckland, New Zealand and
online at www.virtualmeeting.co.nz/fph19
on Wednesday, 28 August 2019
commencing at 2.00pm (NZST).
A world
of care

Notice of Annual Shareholders’ Meeting 20191
IMPORTANT DATES
Record date for voting
entitlements for the
Annual Shareholders’
Meeting
5.00pm,
Monday 26 August 2019
(NZST)
Latest time for receipt
of postal votes and
proxies
2.00pm,
Monday 26 August 2019
(NZST)
Annual
Shareholders’
Meeting
2.00pm,
Wednesday 28 August 2019
(NZST)
VISITOR PARKING
PAYKEL BUILDING
15 Maurice Paykel Place,
East Tamaki, Auckland
At the roundabout at the end of
Maurice Paykel Place, take the
second exit and follow the signs
to the Paykel Building. Visitor
parking is available outside the
Paykel Building as indicated on
the map.
Highbrook Dri
ve
Mauri
ce P
aykel Place
N
PAYKEL
BUILDING
A world
of care

Fisher & Paykel Healthcare Corporation Limited2
BUSINESS
A. CHAIR’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 2019
as contained in the Company’s 2019 annual report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following resolutions, on the basis that resolutions
(1) to (6) are ordinary resolutions, and resolution (7)
is a special resolution:
Re-Election of Directors
(1) That Lewis Gradon be re-elected as a director of
the Company.
(2) That Donal O’Dwyer be re-elected as a director
of the Company.
(See Explanatory Note 1)
Election of Director
(3) That Neville Mitchell be appointed as a director
of the Company.
(See Explanatory Note 2)
Auditor’s Remuneration
(4) That the Directors be authorised to fix the fees
and expenses of PricewaterhouseCoopers as the
Company’s auditor.
(See Explanatory Note 3)

Notice of Annual Shareholders’ Meeting 20193
Long Term Variable Remuneration issued
to the Managing Director and Chief
Executive Officer
(5) That approval be given for the issue of
up to 60,000 performance share rights
under the Fisher & Paykel Healthcare
2019 Performance Share Rights Plan to
Lewis Gradon, Managing Director and
Chief Executive Officer of the Company.
(6) That approval be given for the issue of
up to 190,000 options under the Fisher
& Paykel Healthcare 2019 Share Option
Plan to Lewis Gradon, Managing Director
and Chief Executive Officer of the
Company.
(See Explanatory Note 4)
Revocation and Adoption of Constitution
(7) That the existing constitution of the
Company is revoked, and the
constitution presented at the meeting,
and referred to in Explanatory Note 5, is
adopted as the constitution of the
Company.
(See Explanatory Note 5)
SHAREHOLDER QUESTIONS
Consideration of any shareholder questions
raised during the meeting.
By Order of the Board of Directors
TONY CARTER, CHAIR
8 JULY 2019

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 Monday, 26 August 2019
(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 be
available.
Attending online:
To attend the meeting online please go to
www.virtualmeeting.co.nz/fph19. 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.
In either case the vote must reach Link Market Services
Limited not later than 48 hours before the time of the
holding of the meeting (i.e. before 2.00pm on Monday,
26 August 2019 (NZST)). The Board has authorised
Link Market Services to receive and count postal votes.

Notice of Annual Shareholders’ Meeting 20195
Proxy
Shareholders may appoint a proxy to attend the Annual
Shareholders’ Meeting and vote in their place.
A body corporate which 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 (subject to the
comments under “Voting Restrictions” below). 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 (7).
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. In either case the
proxy must be received not later than 48 hours before
the time of the holding of the meeting (i.e. before
2.00pm on Monday, 26 August 2019 (NZST)).
Voting Restrictions
The Company will disregard any votes cast in favour of
Resolutions (5) or (6) by Lewis Gradon and any of his
associated persons (as defined in the NZ Listing Rules).
However, the Company need not disregard a vote cast in
favour of Resolution (5) or (6) 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
proxy form.
Resolutions
Resolutions (1) to (6) 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.
Resolution (7) must be passed by a special resolution
of shareholders, i.e. by a majority of 75% or more of the
votes of those shareholders entitled to vote and voting
on the resolution in person or by proxy.

Fisher & Paykel Healthcare Corporation Limited6
NZX
This Notice of Meeting has been reviewed by NZX
Limited (NZX) in accordance with NZX Listing Rule 7.1
and NZX has confirmed it does not object to this
Notice. NZX does not take any responsibility for any
statement in this Notice.
EXPLANATORY NOTES
EXPLANATORY NOTE 1 –
RE-ELECTION OF DIRECTORS
Under NZX Listing Rule 2.7 a Director must not hold
office (without re-election) past the third annual
meeting following the Director’s appointment or three
years, whichever is the longer.
Lewis Gradon and Donal O’Dwyer are the Directors
retiring in 2019 and they offer themselves for
re-election. The Board has appointed Neville Mitchell
as a Director in November 2018 and a resolution to
elect Mr Mitchell is also being put to shareholders (see
Explanatory Note 2).
Both directors standing for re-election do so with the
support of the Board. Donal O’Dwyer is considered by
the Board to be an independent Director. Lewis
Gradon is not an independent Director, because he is
employed by the Company. Biographical backgrounds
of Mr Gradon and Mr O’Dwyer are set out below.
Lewis Gradon
Lewis became Managing Director & Chief Executive
Officer in April 2016. Prior to that, he spent 15 years
as Senior Vice President – Products & Technology,
and six years as General Manager – Research and
Development. During his 36 year tenure with

Notice of Annual Shareholders’ Meeting 20197
Fisher & Paykel, he has held various engineering
positions overseeing the development of our range
of products as well as the development of our
manufacturing, quality, intellectual property,
supply chain and clinical research functions.
Donal O’Dwyer
Donal is a director of Cochlear Limited, Mesoblast
Limited and nib Holdings Limited. From 1996 to 2003,
he was with Cordis Cardiology (a Johnson & Johnson
company), initially as its president (Europe) and from
2000 to 2003 as its worldwide president. Prior to
joining Cordis, Donal worked for 12 years with Baxter
Healthcare, rising from plant manager in Ireland to
president of the Cardiovascular Group, Europe, now
Edwards Lifesciences.
EXPLANATORY NOTE 2 –
ELECTION OF DIRECTOR
Under NZX Listing Rule 2.7 a Director appointed by
the Board must not hold office (without election) past
the next annual meeting following the Director’s
appointment.
Neville Mitchell was appointed by the Board as a
Director of the Company with effect from 12
November 2018. Accordingly, Mr Mitchell offers himself
for election at the Annual Shareholders’ Meeting.
Mr Mitchell stands for election with the support of
the Board and is considered by the Board to be an
independent Director. A biographical background of
Mr Mitchell is set out below.

Fisher & Paykel Healthcare Corporation Limited8
Neville Mitchell
Neville was Chief Financial Officer and Company
Secretary of Cochlear Limited between 1995 and 2017.
He is a non-executive director of Sonic Healthcare,
Osprey Medical and Q’Biotics Group and a member of
the Australian Board of Taxation and a director of the
South East Sydney Local Health District Board.
Previously, he served on the New South Wales Medical
Devices Fund, was Chair of the Group of 100, and
Chair, Standing Committee (Accounting and Auditing),
for the Australian Securities and Investments
Commission.
EXPLANATORY NOTE 3 –
AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993, PwC
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.
EXPLANATORY NOTE 4 –
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

Notice of Annual Shareholders’ Meeting 20199
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.
Review and Update of LTVR Instruments
As indicated at the 2018 Annual Shareholders’ Meeting,
the Board has conducted a review of the LTVR
Instruments currently provided to selected executives,
managers and employees of the Company. The Board
instructed an independent advisor, PwC, to conduct a
review of the LTVR Instruments. PwC was of the view
that the LTVR Instruments have provided strong
alignment of the interests of employees and
shareholders and recommended amendments to the
Company’s performance share rights and option plans
to provide even stronger alignment.
The Board agrees with the recommendations made by
PwC and has approved the following long-term
variable remuneration arrangements (the LTVR Plans)
under which LTVR Instruments will be issued to
selected executives, managers and employees:
• The Fisher & Paykel Healthcare 2019 Performance
Share Rights Plan (the 2019 Performance Share
Rights Plan), under which performance share rights
are issued. This has been introduced as a
replacement for the previous Performance Share
Rights Plan that was first introduced in 2012. Under
the 2019 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.
The key updates introduced in the 2019
Performance Share Rights Plan are:
– eligible share rights will now be deemed to be
exercised at 4.59pm on the last day of the 20
business day exercise window (excluding, at the
Board’s discretion, any days when trading
restrictions apply to a participant) if they have
not been exercised or surrendered by the
participant before that time;

Fisher & Paykel Healthcare Corporation Limited10
– the plan is a 5 year scheme, with the potential
for rights to vest on the third and fourth
anniversaries of the grant date provided the
designated total shareholder return hurdle has
been met;
– there will be no partial vesting of share rights on
the third or fourth anniversaries if the
designated total shareholder return hurdle has
not been met;
– the date on which the Board may grant share
rights is now to be 10 business days after the
ASM, the announcement of the half year or full
year results, or such other date as the Board
may determine.
• The Fisher & Paykel Healthcare 2019 Share Option
Plan (the 2019 Option Plan). This has been
introduced as a replacement for the 2003 Share
Option Plan. Under the 2019 Option Plan, options
are issued, which vest and become exercisable for
ordinary shares depending on share price
performance relative to a cost of capital benchmark.
The key updates introduced in the 2019 Option Plan
are:
– the escalated price performance hurdle
increases at each anniversary;
– an exercise window has been introduced, such
that options can only be exercised for a period
of 90 business days from the relevant vesting
date (excluding, at the Board’s discretion, any
days when trading restrictions apply to a
participant);
– options cannot become eligible options, and will
not be exercisable, at any time outside of the
applicable exercise window;
SHARE RIGHTSOPTIONSLTVR INSTRUMENTS TOTAL
201820192018201920182019
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
50,00032,46660,000150,000100,313190,000200,000132,779250,000

Notice of Annual Shareholders’ Meeting 201911
– on the expiry of the first applicable exercise
window, if a participant has not elected to
exercise any eligible options in that exercise
window, the unexercised eligible options of that
participant will cease to be eligible options and
will lapse;
– the plan is a 5-year scheme, with the potential
for options to vest on the third and fourth
anniversaries of the options being granted,
provided the performance hurdle has been met;
– the date on which the Board may grant options is
now to be 10 business days after the ASM, the
announcement of the half year or full year results,
or such other date as the Board may determine.
Shareholder approval being sought
Shareholder approval is being sought:
– under resolution 5 to issue up to 60,000
performance share rights under the Performance
Share Rights Plan; and
– under resolution 6 to issue of up to 190,000
options under the Option Plan,
in each case to Lewis Gradon, the Managing Director
and Chief Executive Officer of the Company. Mr
Gradon is the only Director eligible to participate in
new grants under the 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
201820192018201920182019
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount

Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
50,00032,46660,000150,000100,313190,000200,000132,779250,000

Fisher & Paykel Healthcare Corporation Limited12
The Company also intends to issue, pursuant to NZX
Listing Rule 4.6, up to 1,750,000 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 2,000,000 LTVR
Instruments to employees, including Mr Gradon,
following the Annual Shareholders’ Meeting. This is a
lower maximum aggregate number of LTVR
Instruments than was indicated, at the Company’s
2018 Annual Shareholders’ Meeting, would be issued
within the six months following that meeting. This
maximum aggregate number equates to the issue of
LTVR Instruments to acquire shares representing
approximately 0.3% of the total ordinary shares on
issue. If all 2,000,000 LTVR Instruments were
exercised for shares, then shareholders would be
diluted by this percentage amount. In 2018, the actual
number of LTVR Instruments issued was 1,013,617.
The LTVR Instruments are proposed to be issued to
Mr Gradon under NZX Listing Rule 4.6, which does not
require shareholder approval to the issue given
Mr Gradon’s participation has been determined by
criteria applying to employees generally under the
LTVR Plans. However the Company has determined it
will seek shareholder approval for the issue, consistent
with its prior practice. If shareholders do not approve
the proposed issue of LTVR Instruments to Mr Gradon,
the Board will investigate alternative long-term
variable remuneration arrangements for Mr Gradon.
A summary of the key terms of the Performance Share
Rights Plan and Option Plan is set out below.
Key Terms of the
2019 Performance Share Rights Plan
The key terms of the 2019 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.

Notice of Annual Shareholders’ Meeting 201913
• 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
(DJSMDQT) 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 a
“performance period” ending on the fifth
anniversary of the grant of the performance share
rights (the Grant Date) (the PSR Performance
Period) and also at the end of performance periods
ending on the third and fourth anniversaries of the
Grant Date (the Early Performance Periods).
• 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 PSR 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 Board, become
exercisable. If the Company’s TSR over the PSR
Performance Period or either of the Early
Performance Periods 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 each 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.
• 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

Fisher & Paykel Healthcare Corporation Limited14
period (excluding, at the Board’s discretion, any
days when trading restrictions apply to a
participant) (the Exercise Period). Any exercisable
performance share rights may be exercised by the
participant at any time during the Exercise Period
and will be deemed to be exercised at 4.59pm on
the last day of the Exercise Period if they have not
been exercised or surrendered by the participant
before that time.
• If 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 subsequent performance period.
• Unless otherwise determined by the Board, a
participant’s performance share rights will lapse on
the first to occur of the following events:
– the date of receipt by the Company of written
notice from the participant surrendering their
performance share rights;
– 5.00 pm on the last day of the Exercise Period in
respect of the PSR 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 or death 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 2019
Performance Share Rights Plan and the
shareholders in the event of a change in the capital
structure of the Company.

Notice of Annual Shareholders’ Meeting 201915
• The Board is also given discretion to amend the
terms of the 2019 Performance Share Rights Plan,
or of performance share rights, in the case of a
takeover or other change of control transaction in
respect of the Company, so as to allow participants
to participate in the benefit of that transaction
• The Company may amend the terms of the 2019
Performance Share Rights Plan, subject to the
consent of any adversely affected participant.
• 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 or other
entitlements in respect of which the record date
occurred prior to the date of issue or transfer of the
relevant shares.
Key Terms of the 2019 Option Plan
The key terms of the 2019 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.
• An option may be exercised only if, on one of the
dates referred to in the next paragraph, the
company’s volume weighted average share price on
the NZX Main Board over the five business days

Fisher & Paykel Healthcare Corporation Limited16
before that date, exceeds the “Escalated Price”
(described below) on that date.
• The share price will be weighed against the
Escalated Price at the end of a “Performance
Period” ending on the fifth anniversary of the date
of grant of an option (“Grant Date”) and also at the
end of periods ending on the third and fourth
anniversaries of the Grant Date. If the share price
exceeds the Escalated Price at any of those dates,
options may be exercised during a period of 90
business days (excluding, at the Board’s discretion,
any days when trading restrictions apply to a
participant) (“Exercise Period”) after the Company
advises the option holder that the options have
become exercisable. If options have become
exercisable, the holder of those options may
exercise all or some of those options during an
Exercise Period, but any options of that holder
issued on the same Grant Date that are not
exercised will be cancelled, and cannot be exercised
in a later Exercise Period.
• Unless otherwise determined by the Board, options
lapse on the holder ceasing to be employed by the
Company or a subsidiary. If an option holder ceases
to be employed by reason of serious illness,
accident, permanent disablement, redundancy, or
death after the third anniversary of the Grant Date,
that holder’s options remain in force until the end of
the next Exercise Period after the date the holder
ceases to be employed.
• The exercise price of options is the company’s
volume weighted average share price on the NZX
Main Board over the five business days before the
Grant Date.
• The Escalated Price is determined as follows:
– As at each anniversary of the Grant Date of an
option, a new “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

Notice of Annual Shareholders’ Meeting 201917
– 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 on any particular
anniversary of the Grant Date will be the base
price determined as at that anniversary of the
Grant Date, determined in accordance with the
above.
• 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 2019 Option Plan and the shareholders in the
event of a change in the capital structure of the
Company
• The Board is also given discretion to amend the
terms of the 2019 Option Plan or any options in the
case of a takeover or other change of control
transaction in respect of the Company, so as to
allow option holders to participate in the benefit of
that transaction.
• The Company may amend the terms of the 2019
Option Plan, subject to the consent of any adversely
affected participant.
• 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 or other
entitlements in respect of which the record date
occurred prior to the date of issue or transfer of the
relevant shares.

Fisher & Paykel Healthcare Corporation Limited18
• 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 2019 Option Plan.
EXPLANATORY NOTE 5 –
CHANGES TO CONSTITUTION
• On 1 January 2019, NZX introduced new Listing
Rules (“New Rules”). Each listed company was
entitled to select a time between 1 January and
1 July 2019 at which it transitioned to be governed
by the New Rules, rather than by the listing rules
previously in force (“Previous Rules”). The Company
elected to transition to the New Rules as at
9 April 2019.
• To comply with the New Rules, the Company
needs to amend its constitution. An amended
constitution has been prepared. A copy, marked
to show the changes from the existing constitution
is available on the Company’s website at
www.fphcare.com/nz/our-company/investor/events/
or may be obtained on request to the Company
Secretary at 15 Maurice Paykel Place, East Tamaki,
Auckland, New Zealand or by calling
+ 64 9 574 0100.
• A summary of significant changes to the
constitution is set out below:
• Directors:
– The rules requiring regular retirement and
re-election of directors have been changed
as follows:
– Under the Previous Rules, one third of the
directors, or the number nearest one third,
were required to retire at the annual meeting
in each year, and were eligible for re-election.
The directors to retire were those who had
been longest in office.
– Under the New Rules, a director may not
hold office, without being re-elected, past
the third annual meeting after his or her
appointment or re-election, or for three
years, whichever is the longer.

Notice of Annual Shareholders’ Meeting 201919
– The Previous Rules provided that executive
directors were not required to retire by rotation.
That exception has been removed. The
requirement that the term of appointment of an
executive director not exceed five years has also
been removed.
– The constitution has been amended to reflect
these changes made by the New Rules (clauses
20.7 and 22).
• Voting at Meetings:
– The New Rules require that all voting at
shareholders’ meetings must be conducted by
way of poll. A provision has been added to the
constitution that the chair of a shareholders’
meeting will always require a poll to be
conducted (clause 15.1).
– The New Rules also require that any resolution
for the election of a director must relate to one
director only. The constitution has been changed
to provide for that (clause 20.8).
• Other Changes:
Various other less significant changes to the
constitution have been made to:
– reflect the provisions of the New Rules, and
requirements of the ASX Listing Rules;
– reflect changes to legislation since the
constitution was introduced (including the
introduction of the Financial Markets Conduct
Act 2013, and changes to the Companies Act
1993); and
– include provisions for the giving of notices
electronically and for participation in meetings
by electronic means.
• All of these changes are shown in the copy of the
constitution available for inspection.
Because the amendments to the constitution do not
impose or remove a restriction on the activities of the
Company, or affect the rights attached to shares, the
minority buy-out rights in the Companies Act 1993 do
not apply.

Fisher & Paykel Healthcare Corporation Limited20
NOTES

Notice of Annual Shareholders’ Meeting 201921

---

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 Wednesday, 28 August 2019 at 2.00pm
(NZST) at the Paykel Building, Fisher & Paykel Healthcare, 15 Maurice Paykel Place, East Tamaki, 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/fph19. If you will be attending online, you will require your Holder Number
for verification purposes.
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 Apple Store or Google Play Store.
Shareholders who prefer to vote using a voting card will still be able
to do so.
Postal Vote
2 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.
3 You can cast your postal vote by one of the methods listed above in
the box headed “Lodge your Proxy”. 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.
4 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.
5 If this Voting Form is returned duly signed by a shareholder with
voting instructions completed, but without indicating that it is a
postal vote, and a proxy has not been appointed, it will be deemed
to be a postal vote.
Proxy Appointment
6 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. A proxy may be appointed by completing this Voting
Form on-line, or the Voting Form may be completed and mailed,
delivered, faxed, or scanned and emailed in accordance with the
instructions above in the box headed “Lodge your Proxy”.
7 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 Chair of the Meeting as your proxy. The Chair will vote
in accordance with your instructions, or, failing your instruction, in
accordance with the terms set out in note 8 of this Voting Form.
8 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 Chair intends to vote
discretionary proxies in favour of Resolutions 1 to 7.
9 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.
10 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 certified by a Solicitor, Justice of the Peace or Notary Public
provided to Link Market Services Limited, unless it has already been
noted by the Company or Link Market Services Limited.
General
11 The Company will disregard any votes cast in favour of Resolutions 5
or 6 by Lewis Gradon and any of his associated persons (as defined
in the NZX Listing Rules). However, the Company need not disregard
a vote cast in favour of Resolutions 5 or 6 if it is cast by any of those
people as proxy for a person who is entitled to vote, in accordance
with an express direction on the Voting Form.
12 The Company need not disregard a vote cast in favour of Resolutions
5 or 6 by a person referred to in paragraph 11 if that vote is cast by
that person as proxy for a person who is entitled to vote, in
accordance with an express direction on the Voting Form.
Go online to vote.linkmarketservices.com/FPH to cast your vote
or appoint your proxy, or turn over to complete the form
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than
2.00pm, Monday 26 August 2019 (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 Lewis Gradon as a director.

2.To re-elect Donal O’Dwyer as a director.

3.To elect Neville Mitchell as a director.

4.To authorise the directors to fix the fees and expenses of the auditor.

5.To approve the issue of share rights to Lewis Gradon.

6.To approve the issue of options to Lewis Gradon.

7.To amend the constitution of the Company.

The resolutions above are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting 2019 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 as directed below, and on any other matters put to the Annual Shareholders’
Meeting of Fisher & Paykel Healthcare Corporation Limited to be held at 2:00pm on Wednesday, 28 August 2019 (NZST), or at any
adjournment of that meeting. Unless otherwise instructed as below, my/our proxy may vote as he/she thinks fit.
If you wish, you may appoint the Chair of the Meeting as your proxy by entering “Chair of the Meeting” in the box above.
Sign:
Signature of Security Holder(s).
This section must be completed.
Contact details
Signed this 2019
(Daytime phone number) (Date)
Signature/s
(All shareholders must sign)


Please tick here if you would like to receive communications electronically – please provide your email address or
email operations@linkmarketservices.co.nz to receive shareholder communications electronically.