Notice of Meeting

Business
A. Annual Report and Financial Statements
To consider and receive the annual report and the financial statements for the year ended 31 May 2019 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 ordinary resolutions:
1. Re-election of Patrick McCawe: That Patrick McCawe be re-elected as a Director of the Company.
2. Auditor’s remuneration: That the Directors be authorised to fix the remuneration of
PricewaterhouseCoopers as the auditor of the Company for the ensuing year.
Shareholders will also be asked to consider and, if thought appropriate, pass the following special resolutio
n:
3. Amendments to constitution: That the Company amend its existing constitution, in the manner marked
up in the constitution as presented to shareholders at the Annual Meeting.
Further information relating to these resolutions is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider the resolutions together with the notes.
E. Other Business
NOTICE OF MEETING 2019
AT THE
HEART
OF IT
Notice is hereby given that the Annual Meeting of Shareholders
of Oceania Healthcare Limited (“Company”) will be held at:
The Heritage Hotel, 35 Hobson Street, Auckland
on Thursday 29 August 2019 at 2.00p
m.

Ordinary Resolutions
The ordinary resolutions set out above 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.
Special Resolution
Pursuant to the Companies Act 1993, alterations to the existing constitution of the Company must be approved
by a special resolution of shareholders. The special resolution set out above will be passed if approved by a majority
of at least 75% of the votes of shareholders entitled to vote and voting on the resolution.
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 5.00 pm on Monday 26 August 2019.
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 it can 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 Tuesday 27 August 2019.
Explanatory Notes
Election and Re-election of Directors
Under rule 2.7.1 of the New Listing Rules (see below) a Director must not hold office (without being re-elected)
past the third annual meeting following that Director’s appointment or 3 years, whichever is longer. In this case,
Patrick McCawe offers himself for re-election as a Director of the Company.
The Board has determined that, in its view, if re-elected, Patrick McCawe will continue to be a non-independent
Director for the purposes of the NZX Listing Rules. Patrick McCawe stands for re-election with the support of the
other Directors of the Company.
Ordinary Resolution 1: The re-election of Patrick McCawe
Patrick McCawe has been a Director of the Company since 16 February 2017.
Patrick is a Division Director in the MIRA business based in Sydney and joined the Macquarie Group in 1996.
Patrick has 37 years’ experience across corporate treasury, investment banking and infrastructure funds
management. Patrick was Head of Investment Banking at Macquarie New Zealand from 2002 to 2006 and was
a Director of Metlifecare Limited from 2005 to 2007. He has also been a Director of several MIRA-managed
companies in Australia and Asia and is a member of Chartered Accountants Australia and New Zealand.
Auditor’s Remuneration
Ordinary Resolution 2: 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.

Special Resolution 3: Amendments to constitution
On 1 January 2019, an amended version of the NZX Listing Rules (“New Listing Rules”) took effect with a six month
transition period, replacing the listing rules which previously applied to the Company. A class waiver was also issued
by NZX, providing that issuers may defer updating their constitution to comply with the New Listing Rules, provided
they do so at their next annual meeting following transition to the New Listing Rules.
The Company adopted the New Listing Rules on 1 July 2019 and now proposes to amend its constitution to ensure
compliance with the New Listing Rules. An amended constitution has been prepared. A copy, marked to show the
changes from the existing constitution, is available on the Company’s website:
https://www.oceaniahealthcare.co.nz/investor-centre/governance
Copies of the Company’s constitution (marked up to show the changes proposed to the document) will also be
available at the Annual Meeting.
The changes proposed to the constitution are explained below.
• Director rotation: Clauses 28.4 and 28.7 of the constitution have been amended to reflect the Director
rotation requirements of the New Listing Rules (and other provisions in the constitution have been updated
in consequence of this). The New Listing Rules require that a Director must not hold office (without being
re-elected) past the third annual meeting following that Director’s appointment or 3 years, whichever is longer.
• Voting at meetings of shareholders: Clause 21.1 of the constitution has been amended to reflect the New
Listing Rules which require that all voting at shareholders’ meetings must be conducted by way of a poll (and
other provisions in the constitution have been updated in consequence of this).
• Removing office of Managing Director: The New Listing Rules no longer permit the appointment of an
“Executive Director” for a term of five years. Accordingly, the office of “Managing Director” has been removed
from the constitution.
• Content of Constitution: Clauses 3.2 and 3.4 have been amended to align with requirements of the Listing
Rules for constitutions of listed issuers.
• Other miscellaneous changes: Other minor changes have been made to the constitution to:
• align the language and timeframes of the provisions of the constitution with the equivalent provisions in the
New Listing Rules, or update the provisions of the constitution as appropriate to reflect the scope, definitions
and concepts in the New Listing Rules;
• reflect the requirements of the New Listing Rules, the Companies Act 1993 and/or the Financial Markets
Conduct Act 2013 (that are otherwise applicable); and
• clarify the intention of provisions of the constitution and update cross-references.
As none of the proposed alterations to the constitution have the effect of imposing or removing a restriction on
the activities of the Company, and nor do they constitute an action that affects the rights attached to shares, the
shareholder minority buy-out rights under the Companies Act 1993 do not apply to this resolution.
Webb Henderson has provided an opinion to NZX that it considers that the constitution as amended complies with
the New Listing Rules.
The Directors unanimously recommend that shareholders vote to approve Special Resolution 3.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
30 July 2019

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Turn over to complete the form to vote
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 Chair 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 Chair' or the name of your
proxy in the space allocated in 'Step 1'of this form. The Chair intends to vote
any undirected proxies in favour of the resolutions.
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. If a
vote is required on any matter at the meeting in addition to the matters on the
agenda, the proxy may vote or abstain from voting on that matter as he or she
thinks fit. If you do not name a person as your proxy or your named proxy does
not attend the meeting, the Chair will be appointed your proxy and will vote in
accordance with your express direction, and any undirected votes will (subject
to any restriction(s) set out in the NZX Listing Rules) be voted in accordance
with the Chair's discretion.
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 Thursday, 29 August 2019 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 Thursday, 29 August 2019 at 2:00pm
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
Item 1That Patrick McCawe be re-elected as a Director of the Company.
Item 2That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as the auditor of the
Company for the ensuing year.
Special Business
Item 3That the Company amend its existing constitution, in the manner marked up in the constitution as
presented to shareholders at the Annual Meeting.