Notice of Meeting

HANDLED
WITH CARE.
NOTICE OF MEETING 2020
Notice is hereby given that the Annual Meeting of Shareholders of Oceania Healthcare
Limited (“Company”) will be a hybrid meeting held at:

West Lounge, Eden Park, Walters Road, Mt Eden, Auckland on Thursday 24
September 2020, and online via Lumi at www.web.lumiagm.com, commencing at
2.00pm.
If the Company is prevented from being able to hold the Annual Meeting in person
on the Meeting Date as a result of COVID-19 restrictions in place on the Meeting Date,
shareholders will only be able to join the meeting online at www.web.lumiagm.com.
When participating online, shareholders will require their shareholder number, found
on the enclosed proxy form, for verification purposes. Online participation details are
set out below.
This Notice of Meeting replaces the Notice of Meeting that was issued by the
Company on 30 July 2020 which has been revoked.
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. Ordinary 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

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, virtually via Lumi-AGM 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 5:00pm on Monday 21 September 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 22 September 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.
Online Participation Details
Provided COVID-19 restrictions do not prevent the Company from being able to hold the Annual Meeting in person
on the Meeting Date, shareholders will be able to attend and participate in the Annual Meeting in person at
Eden Park. Shareholders may also choose to attend and participate in the Annual Meeting online via Lumi at
www.web.lumiagm.com. However, should the COVID-19 threat level be higher than Alert Level One in Auckland
on the day of the Annual Meeting, or if the Government restrictions mean that an in-person meeting cannot
take place, the Company will need to move to a fully online Annual Meeting. The Company will notify shareholders
by email and a notice on NZX and ASX if it is necessary for the Annual Meeting to take place fully online.
In order to participate remotely, shareholders should visit www.web.lumiagm.com on their desktop or mobile
device and ensure that the browser is compatible – Lumi AGM supports the latest version of Chrome, Safari,
Internet Explorer, Edge or Firefox.
If shareholders have any questions or need assistance with the online process, please contact Computershare on
+64 9 488 8777 between 8.30am and 5.00pm (NZ time) Monday to Friday.
Audio will stream through the selected device, so shareholders will need to ensure that they have the volume
control on their headphones or device turned up.
Shareholders will be able to view the presentations, vote on the resolutions to be put to shareholders and ask
questions, by using their own computers or mobile devices. Shareholders will still be able to appoint a proxy to
vote for them as they otherwise would, by following the instructions on the proxy form and this Notice of Meeting.
Please note that not all questions may be able to be answered during the meeting. In this case, questions will be
followed up after the meeting and all questions and answers will be made available on the Company’s website.
Details of how to participate “virtually” are provided in the accompanying Virtual Meeting Guide, with instructions
for accessing the virtual meeting. Shareholders are encouraged to review this guide prior to the Annual Meeting
of Shareholders.
Shareholders will require the meeting ID (which is 361-157-152) as well as their CSN/Securityholder Number, which
can be found on their proxy form, for verification purposes.

Venue Instructions
Venue:
West Lounge, Eden Park, Walters Road, Mt Eden, Auckland
Directions:
1. Free parking is available in P1 and P2 off Walters Road (map below)
2. Enter Eden Park via Entry A
3. Walk along the Level 3 Concourse
4. Take the stairs down to the West Lounge
5. Enter the West Lounge
Keeping our residents, staff and shareholders safe
The safety of our residents, staff and shareholders remains our key focus in these challenging times.
All attendees at the Annual Meeting of Shareholders will be required to sign a health declaration before entering
the meeting and if anyone is feeling unwell they must not attend the meeting in person.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
26 August 2020

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Your secure access information
Control Number:
PLEASE NOTE:
www.investorvote.co.nz
Smartphone?
Scan the QR code to vote now.
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
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 22 September 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
All shareholders will have the option to attend, vote and participate in the
Annual Shareholder Meeting either in person or, alternatively, online via an
internet connection using a laptop, tablet or smartphone. For further details se
the Virtual Meeting Guide enclosed. If a representative of a corporate security
holder or proxy is to attend the Meeting, they 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.
OCEANIA
HEALTHCARE

STEP 1
hereby appointof
or failing him/her
of
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 West Lounge, Eden Park, Walters Road, Mt Eden, Auckland on Thursday 24 September 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 West Lounge, Eden Park, Walters Road, Mt Eden,
Auckland on Thursday 24 September 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.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):and (Email):
OCEANIA
HEALTHCARE

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VOTING AT A GLANCE
STEP 1
Open Lumi AGM and enter the
Meeting ID shown in top right
corner
STEP 2
Enter your username and
password (CSN/Holder Number
and postcode)
STEP 3
When the poll is opened,
click and select your
desired voting direction
Virtual meetings are accessible on both desktop and mobile devices. In order to participate remotely you will need to visit
web.lumiagm.com on your desktop or mobile device. You will need to ensure that your browser is compatible — Lumi AGM supports the
latest versions of Chrome, Safari, Internet Explorer, Edge and Firefox.
If you have any questions, or need assistance with the online process, please contact Computershare on +64 9 488 8777 between 8.30am
and 5.00pm Monday to Friday (New Zealand time).
VIRTUAL MEETING GUIDE
NEW ZEALAND RESIDENTS
Username (CSN or Holder number) and
password (postcode).
APPOINTED PROXIES
A username and password will be
provided prior to the meeting.
If you have not received your username
and password, please contact
Computershare on +64 9 488 8777
between 8.30am—5.00pm Monday to
Friday (New Zealand time).
MEETING ID
361-157-152
Remote entry to the Annual Meeting will open at 1.30PM NZT
o
n T hursday 24 September 2020, with the meeting
commencing at 2.00PM NZT.
OVERSEAS RESIDENTS
Username (CSN or Holder Number);
and Password (three-character ISO3
country code) e.g. AUS is the ISO3 code
for Australia.
You can find a full list at
www.computershare.com/iso3
LOGGING IN
T
o log in, you must have the following information (which can be found on your Shareholder’s Voting and Proxy Form) or you can log
in as a guest if you are not a shareholder in Oceania Healthcare Limited. Please note, if you have logged in as a guest you will not be
able to ask any questions or vote.

USING LUMI AGM
ACCESSING THE VIRTUAL MEETING
Once you have entered web.lumiagm.
com into your internet browser, you’ll
be prompted to enter the Meeting ID
and accept the terms and conditions.
You will then be required to enter your:
>username (CSN or Holder number);
>password (postcode, or country code
for overseas residents)
NAVIGATING LUMI AGM
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the broadcast icon at the
bottom of the screen.
WATCHING THE WEBCAST
To watch the webcast, click the black
broadcast bar on screen and push
the ► button to start the webcast.
The video and/or slides will appear
shortly after (dependent on the speed
of your internet connection).
ASKING QUESTIONS
Any shareholder or appointed proxy/
representative attending the meeting
is eligible to ask questions. If you would
like to ask a question, select
then
type and submit your question. It will be
sent to the board for an answer.
Please note that not all questions may
be able to be answered during the
meeting. In this case, questions will be
followed up by email after the meeting.
VOTING IN LUMI AGM
Once the poll has been opened, will
appear on the navigation bar at the
bottom of the screen—from here, the
resolution and voting choices will be
displayed.
To vote, simply select your voting
direction from the options shown on
screen. To change your vote, simply
select another direction—you can cancel
your vote by clicking ‘Cancel’.
NAVIGATING LUMI AGM - DESKTOP
When successfully authenticated, the
info screen will display.
You can view meeting information, ask
questions and watch the webcast.
If you would like to watch the webcast,
press the ► button to start the
webcast.