Notice of Meeting

Business
A. Annual Report and Financial Statements
To consider and receive the annual report and
the financial statements for the 10 month period
ended 31 March 2021 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 Alan Isaac: That Alan Isaac be
re-elected as a Director of the Company.
2. Re-election of Dame Kerry Prendergast: That Dame
Kerry Prendergast be re-elected as a Director
of the Company.
3. Re-election of Sally Evans: That Sally Evans be
re-elected as a Director of the Company.
4. Re-election of Gregory Tomlinson: That Gregory
Tomlinson be re-elected as a Director of the
Company.
5. 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, Reimers Avenue, Kingsland,
Auckland on Thursday 24 June 2021 commencing at 2.00pm.
COVID-19 Implications
The Company is closely monitoring restrictions in New Zealand as a result of the COVID-19 pandemic. Having regard to the health
and safety of our stakeholders and people, if the alert level is expected to be above Level 1 in Auckland on the date of the Annual
Meeting, the Company may elect to hold this Annual Meeting as an online only meeting. In such circumstances, the Company will
provide shareholders with as much notice as is reasonably practicable by way of an announcement to the NZX and ASX and on
the Company’s website including providing details of how to participate in an online meeting.
Believe
in better.
NOTICE OF MEETING
2021

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 21 June 2021.
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 June 2021.
Explanatory Notes
Re-election of Directors
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, each of Alan Isaac, Dame
Kerry Prendergast, Sally Evans and Gregory Tomlinson offers
themselves for re-election as a Director of the Company.
The Board has determined that, in its view, if re-elected,
each of Alan Isaac, Dame Kerry Prendergast, Sally Evans and
Gregory Tomlinson will continue to be an independent Director
for the purposes of the NZX Listing Rules. Each of Alan Isaac,
Dame Kerry Prendergast, Sally Evans and Gregory Tomlinson
stands for re-election with the support of the other Directors of
the Company.
Ordinary Resolution 1: The re-election of Alan Isaac
Alan Isaac (CNZM, BCA, FCA) has been a Director of Oceania
since 1 October 2015. Alan is a professional director with
extensive experience in accounting, finance and governance.
He is currently President of the Institute of Directors NZ Inc.
and is Chairman of New Zealand Community Trust and Basin
Reserve Trust. He is also a former President of the International
Cricket Council. Alan is a Director of Scales Corporation
Limited and Skellerup Holdings Limited. He is also a Board
member of the Wellington Free Ambulance.
Alan is a former national Chairman of KPMG, and was made
a Companion of the New Zealand Order of Merit (CNZM) in
2013. He is a Fellow of Chartered Accountants Australia and
New Zealand.
Alan is Chair of the Audit Committee and is a member of the
Remuneration Committee.
Ordinary Resolution 2: The re-election of Dame Kerry
Prendergast
Dame Kerry Prendergast (DNZM, CNZM, MBA (VUW), NZRN,
NZM) has been a Director of Oceania since 22 December
2016. Dame Kerry is a professional director. She was Mayor
of Wellington (2001 – 2010) and is currently the Chair of the
New Zealand Film Commission, Wellington Free Ambulance,
Wellington Opera and Royal New Zealand Ballet. Dame Kerry
is also a trustee of New Zealand Community Trust.
For 25 years Dame Kerry was an independent midwife after
training as a general nurse in 1970, and consequently gaining a
Diploma in Intensive Care. She was made a Companion of the
New Zealand Order of Merit (CNZM) in 2011 and was promoted
to Dame Companion of the New Zealand Order of Merit in
January 2019 for services to governance and the community.
Dame Kerry is Chair of the Clinical and Health
& Safety Committee.
Ordinary Resolution 3: The re-election of Sally Evans
Sally Evans (BHSc, MSc, FAICD, GAIST) has been a Director
of Oceania since 23 March 2018. Sally has over 30 years’
experience in the private, government and social enterprise
sectors in Australia, New Zealand, the United Kingdom and
Hong Kong.
Sally is a Director of Healius Limited in Australia, Rest
(Australian Super Fund), Allianz Australian Life Insurance
Limited and Ingenia Communities, and is a member of the
Australian Aged Care Quality and Safety Commission Advisory
Council. She has previously held Directorships on the boards
of Opal Specialist Aged Care and Blue Cross Aged Care, was
an inaugural member of the Australian Federal Government’s
Aged Care Financing Authority and held executive roles as
Healthcare Director at the FTSE Compass Group plc and
Head of Aged Care at AMP Capital.
Sally is the Chair of the Remuneration Committee and is a
member of the Clinical and Health & Safety Committee.
Ordinary Resolution 4: The re-election of Gregory Tomlinson
Greg Tomlinson (AME) has been a Director of Oceania since
23 March 2018. Greg is a Christchurch domiciled businessman
and investor with experience in a variety of New Zealand
industries. One of the original pioneers of the aquaculture
industry in Marlborough, he has also established construction
and aged care businesses.
Greg established Qualcare before it was sold into the Oceania
Group in early 2008 and he was a director of Oceania from
2008 until 2016. Greg holds directorships on the boards of a
number of New Zealand based companies and is currently
a director of Heartland Bank Limited.
Greg is Chair of the Development Committee.

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)
Auditor’s Remuneration
Ordinary Resolution 5: 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 that Act, the auditor’s fees and expenses must be
fixed in the manner that is determined at the Annual Meeting.
Shareholder approval is therefore sought for the Directors to fix
PricewaterhouseCoopers’ remuneration for the following year.
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 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
25 May 2021
Venue Instructions
Venue:
South Stand Lounge, Level Four, Eden Park, 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

oceaniahealthcare.co.nz

---

COVID-19 Implications
The Company is closely monitoring restrictions in New Zealand as a result
of the COVID-19 pandemic. Having regard to the health and safety of our
stakeholders and people, if the alert level is expected to be above Level 1 in
Auckland on the date of the Annual Meeting, the Company may elect to hold
this Annual Meeting as an online only meeting. In such circumstances, the
Company will provide shareholders with as much notice as is reasonably
practicable by way of an announcement to the NZX and ASX and on the
Company’s website including providing details of how to participate in an
online meeting.
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. 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.
Turn over to complete the form to vote
Proxy/Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: 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.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 2:00pm on Tuesday 22 June 2021
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

Contact Name Contact Daytime Telephone Date
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint
I/We being a shareholder/s of Oceania Healthcare Limited
of
or failing him/herof
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, Reimers Avenue, Kingsland, Auckland on Thursday 24 June 2021 commencing 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.
AgainstFor
Proxy
Discretion
Abstain
Ordinary Business
Item 1 That Alan Isaac be re-elected as a Director of the Company.
Item 2
That Dame Kerry Prendergast be re-elected as a Director of the Company.
Item 3
That Sally Evans be re-elected as a Director of the Company.
Item 4
That Gregory Tomlinson be re-elected as a Director of the Company.
Item 5
That the Directors be authorised to fix the remuneration of PricewaterhouseCoopers as the auditor of the
Company for the ensuing year.
Annual Shareholder Meeting of Oceania Healthcare Limited to
be held at South Stand Lounge, Level Four, Eden Park, Reimers
Avenue, Kingsland, Auckland on Thursday 24 June 2021
commencing at 2.00pm.
ATTENDANCE SLIP