Capital Change Notice

Capital Change Notice




Notice of grant of Share Rights under the Oceania Healthcare Limited Long Term Incentive Scheme

This notice is given under the NZX Listing Rule 3.13.1 and relates to the grant of performance share rights (Share
Rights) which are convertible into fully paid ordinary shares in OCA should certain vesting conditions and performance
hurdles be met under OCA’s Long Term Incentive Scheme (Scheme)

Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
NZX ticker code OCA
Class of financial product Share Rights, each representing an
entitlement to acquire an ordinary
share in OCA
ISIN (If unknown, check on NZX website) Not applicable
Currency New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed 1,948,061
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Share Rights are issued for nil
consideration
Share Rights have a nil exercise
price
Nature of the payment (for example, cash or other
consideration)
Not applicable
Amount paid up (if not in full) Not applicable
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
100% of Share Rights granted under
the Scheme
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for example,
the exercise price and exercise date)
Share Rights are issued in tranches
which each have a performance
hurdle, commencement date,
measurement date and vesting date.
Details for each tranche are set out
in Appendix A to this notice.
Share Rights become exercisable if
the holder remains employed on the
vesting date and performance
hurdles are met over the period from
the commencement date to the
measurement date, and in certain
other exceptional circumstances.
On becoming exercisable, each
Share Right will entitle the holder to
receive one fully paid ordinary share
in OCA, less an adjustment for tax
paid on the holder’s behalf for the
benefit received under the Scheme.

The Share Rights have a nil exercise
price.
Performance Hurdles
The Share Rights in each grant are
divided between two performance
hurdles.
For the first performance hurdle,
Share Rights will qualify for vesting
on a straight-line basis from 0%
where the total shareholder return
(TSR) from the commencement date
to the measurement date is equal to
the 35th percentile of the NZX50
Group to 100% where the TSR is
equal to or greater than the 75th
percentile of the NZX50 Group.
For the second performance hurdle,
Share Rights will qualify for vesting if
OCA’s annual growth in underlying
earnings (before interest, tax,
depreciation and amortisation) per
share (UEPS) from the
commencement date to the
measurement date is equal to or
greater than the target for growth in
UEPS for that period.
Lapse
Share Rights will lapse where the
performance hurdles are not met on a
relevant measurement date or, in
general, where the participant ceases
to be employed by OCA before the
vesting date (except in certain
circumstances).
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
The grant of Share Rights is part of a
long term incentive scheme for the
provision of performance-based
remuneration designed to incentivise
selected key executives of OCA.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial
Products of the Class held as Treasury Stock after the
issue/acquisition/redemption.
1,948,061 Share Rights
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
Not applicable
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule pursuant to
which the issue, acquisition, or redemption is made
Board resolutions dated 15
September 2020 and 5 November
2020 and Listing Rule 4.6.1.
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
See above.
Share Rights are not transferrable
and do not entitle the holder to

Capital Change Notice


receive dividends or other
distributions, or vote in respect of
OCA ordinary shares.
Any ordinary shares issued on
exercise of Share Rights will rank
equally with existing ordinary shares.
Date of issue/acquisition/redemption 20/11/2020
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement
Anna Thorburn

Contact person for this announcement
Anna Thorburn

Contact phone number
+64 9 213 1022

Contact email address
anna.thorburn@oceaniahealthcare.co.nz

Date of release through MAP

23/11/2020

OCA – Appendix A

Tranche Hurdle Number Commencement
Date
Measurement
Date
Vesting Date
2020TSR1 TSR 324,678 15 September
2020
31 March 2021 31 March 2023
2020TSR2 TSR 324,677 15 September
2020
31 March 2022 31 March 2023
2020TSR3 TSR 324,676 15 September
2020
31 March 2023 31 March 2023
2020UEPS1 UEPS 324,678 1 April 2020 31 March 2021 31 March 2023
2020UEPS2 UEPS 324,677 1 April 2021 31 March 2022 31 March 2023
2020UEPS3 UEPS 324,675 1 April 2022 31 March 2023 31 March 2023