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 2020
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 Elizabeth Coutts: That Elizabeth Coutts 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.
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 is hereby given that the Annual Meeting of Shareholders
of Oceania Healthcare Limited (“Company”) will be held at:
South Stand Lounge, Level Four, Eden Park, 42 Reimers Avenue,
Kingsland, Auckland on Thursday 27 August 2020 at 2.00pm.
HANDLED
WITH CARE.
NOTICE OF MEETING 2020

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.
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 24 August 2020.
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 25 August 2020.
Explanatory Notes
Re-election of Director
Under rule 2.7.1 of the NZX Listing Rules 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, Elizabeth Coutts
offers herself for re-election as a Director of the Company.
The Board has determined that, in its view, if re-elected, Elizabeth Coutts will continue to be an independent
Director for the purposes of the NZX Listing Rules. Elizabeth Coutts stands for re-election with the support
of the other Directors of the Company.
Ordinary Resolution 1: The re-election of Elizabeth Coutts
Elizabeth Coutts has been a Director of the Company since 5 November 2014. She was appointed Chair of the
Company in 2014 and is a member of the Audit Committee, the Remuneration Committee, the Clinical and Health
& Safety Committee and the Development Committee.
Elizabeth is a Fellow of Chartered Accountants Australia and New Zealand. She is the immediate past President
of the Institute of Directors NZ Inc. and was made an Officer of the New Zealand Order of Merit in 2016.
She is currently Chair of Ebos Group Limited, Skellerup Holdings Limited and Ports of Auckland Limited.
Elizabeth has previously been Chief Executive of Caxton Group, Chairman of Meritec Group Limited, Industrial
Research Limited and Life Pharmacy Limited, Deputy Chairman of Public Trust, and a Commissioner of both the
Commerce Commission and Earthquake Commission. She has been a director of Sanford Limited, Ravensdown
Fertiliser Co-operative, the Health Funding Authority, PHARMAC, Air New Zealand, Sport and Recreation
New Zealand and Trust Bank New Zealand, and a member of both the Financial Reporting Standards Board of
the New Zealand Institute of Chartered Accountants and the Monetary Policy Committee of the Reserve Bank
of 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.

Oceania Healthcare 2020 Annual Meeting Webcast
Shareholders are also able to view the Annual Meeting of Shareholders online at
https://globalmeet.webcasts.com/starthere.jsp?ei=1346270&tp_key=7a4c3d9bed but will not
be able to vote or otherwise participate when viewing the Annual Meeting using this option.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
30 July 2020
Venue Instructions
Venue:
South Stand Lounge, Level Four, Eden Park, 42 Reimers Avenue, Kingsland, Auckland.
Directions:
1. Free parking is available in P5 off Reimers Avenue (map below)
2. Security will assist with directing you to the nearest available car parking spaces
3. Enter Eden Park via Gate G
4. Take the lift to Level Four
5. Enter the South Level Four Lounge
North StandNorth Stand
134 P arks + 2 Disabled Parks
acr os s P1 and P2
99 P arks + 7 Disabled Parks
108 Parks or Bus Hub
Eden Park is well served b y r ail and
bus services. Kingsland train s ta tion
is immediately opposite E den Park.
For full rout e, timetable and far e
inf orma tion contact Auckland
T
Transport on 09 366 6400 or visit
www.AT.go vt.nz.
appr ox. 40 Parks
(overflo w only)

oceaniahealthcare.co.nz

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Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Shareholder Number:
You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
For your proxy to be effective it must be received by 2:00pm Tuesday 25 August 2020
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 South Stand Lounge, Level Four, Eden Park, 42 Reimers Avenue, Kingsland, Auckland on Thursday 27 August 2020 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
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 South Stand Lounge, Level Four, Eden Park, 42
Reimers Avenue, Kingsland, Auckland on Thursday 27 August
2020 at 2.00pm.
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
Item 1That Elizabeth Coutts 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.