D&O Ongoing Disclosure Notice – Matthew Ward

Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

To NZX Limited; and ASX
Name of listed issuer: Oceania Healthcare Limited
Date this disclosure made: 3 April 2020
Date of last disclosure: 31 March 2020

Director or senior manager giving disclosure
Full name(s): Matthew Ward
Name of listed issuer: Oceania Healthcare Limited
Name of related body corporate (if applicable): N/A
Position held in listed issuer: Former Chief Financial Officer

Summary of acquisition or disposal of relevant interest (excluding derivatives)
Class of affected quoted financial products: Ordinary shares
Nature of the affected relevant interest(s):
Beneficial owner of shares
pursuant to a long term incentive
plan, under which shares are
held by OCA Employees Trustee
Limited
For that relevant interest -
Number held in class before acquisition or disposal: 569,621
Number held in class after acquisition or disposal: 0
Current registered holder(s): OCA Employees Trustee Limited
Registered holder(s) once transfers are registered:

Summary of acquisition or disposal of specified derivatives relevant interest (if applicable)
Type of affected derivative: N/A
Class of underlying financial products: N/A
Details of affected derivative -
The notional value of the derivative (if any) or the notional
amount of underlying financial products (if any):
N/A
A statement as to whether the derivative is cash settled or
physically settled:
N/A
Maturity date of the derivative (if any): N/A
Expiry date of the derivative (if any): N/A

The price specified in the terms of the derivative (if any): N/A
Any other details needed to understand how the amount of
the consideration payable under the derivative or the value
of the derivative is affected by the value of the underlying
financial products:
N/A
For that derivative: -
Parties to the derivative: N/A
If the director or senior manager is not a party to the
derivative, the nature of the relevant interest in the
derivative:
N/A

Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Details of transactions requiring disclosure -
Date of transaction: 31 March 2020
Nature of transaction: Transfer of the beneficial
ownership of the shares to OCA
Employees Trustee Limited
(Trustee) pursuant to the exercise
of a call option by the Trustee
under the terms of the Company's
Executive Long Term Incentive
Plan.
Name of any other party or parties to the transaction (if
known):

The consideration, expressed in New Zealand dollars, paid
or received for the acquisition or disposal. If the
consideration was not in cash and cannot be readily
converted into a cash value, describe the consideration:

Transfer of the obligations and
liabilities under the terms of a loan
that was granted by the Company
to the Senior Manager with the
Senior Manager using the loan to
acquire an interest in the shares.
Number of financial products to which the transaction
related:
569,621
If the issuer has a financial products trading policy that
prohibits directors or senior managers from trading during
any period without written clearance (a closed period)
include the following details -

Whether relevant interests were acquired or disposed of
during a closed period:
No
Whether prior written clearance was provided to allow the
acquisition or disposal to proceed during the closed period:
N/A
Date of the prior written clearance (if any): N/A

Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products: Ordinary shares
Nature of relevant interest: (1) Beneficial interest in shares
issued under the terms of the
Oceania Healthcare Employee

Share Scheme, under which
shares are held by OCA
Employees Trustee Limited
(2) Beneficial interest in shares
held by ASB Nominees Limited
for the purposes of a personal
custodial arrangement
For that relevant interest -
Number held in class: (1) 780
(2) 200,000
Current registered holder(s): (1) OCA Employees Trustee
Limited
(2) ASB Nominees Limited
For a derivative relevant interest -
Type of derivative: N/A
Details of derivative -
The notional value of the derivative (if any) or the notional
amount of underlying financial products (if any):
N/A
A statement as to whether the derivative is cash settled or
physically settled:
N/A
Maturity date of the derivative (if any): N/A
Expiry date of the derivative (if any): N/A
The price’s specified terms (if any): N/A
Any other details needed to understand how the amount of
the consideration payable under the derivative or the value
of the derivative is affected by the value of the underlying
financial products:
N/A
For that derivative relevant interest:
Parties to the derivative: N/A
If the director or senior manager is not a party to the
derivative, the nature of the relevant interest in the
derivative:
N/A

Certification
I certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I
am duly authorised to make this disclosure by all persons
for whom it is made.

Signature of director or officer:

Date of signature:
or
Signature of person authorised to sign on behalf of director
or officer:


Date of signature: 3 April 2020

Name and title of authorised person: Anna Thorburn
General Counsel & Company
Secretary