FPH 2021 Notice of Annual Meeting and Voting Form

Stock Exchange Announcements
STOCK EXCHANGE LISTINGS: NEW ZEALAND (FPH), AUSTRALIA (FPH)

2021 Notice of Annual Meeting and Voting Form

Auckland, New Zealand, 7 July 2021 - Fisher & Paykel Healthcare Corporation Limited has
provided a copy of the Notice of Meeting for its 2021 Annual Shareholders’ Meeting, which will be
held online at www.virtualmeeting.co.nz/fph21 and at the Newmarket Room, Ellerslie Event Centre,
Auckland, New Zealand on Wednesday, 18 August 2021 at 2.00pm (NZST).

Fisher & Paykel Healthcare is closely monitoring the situation in New Zealand with regard to
COVID-19. In the event of any significant developments, the company may, at its discretion, elect
to hold the Annual Shareholders’ Meeting as an online-only meeting if there are potential risks to
the health of meeting attendees, or if an in-person meeting is prohibited by law. 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 our website at
www.fphcare.co.nz/asm.
COVID-19-related safety precautions will be in place at the in-person meeting, including mandatory
masks and physical distancing. Attendees will be required to register their presence by signing in
or using the New Zealand Government COVID-19 contact tracing application. These extra
measures are consistent with the company’s current on-site health and safety protocols at its New
Zealand campus.

The Notice of Meeting and Voting Form will be emailed to shareholders who have provided the
company’s share registrar with an email address and mailed in hard copy where the company’s
share registrar does not have an email address. An electronic copy of these documents will also be
available on the company’s website, www.fphcare.co.nz/asm.

About Fisher & Paykel Healthcare
Fisher & Paykel Healthcare is a leading designer, manufacturer and marketer of products and
systems for use in acute and chronic respiratory care, surgery and the treatment of obstructive
sleep apnea. The company’s products are sold in more than 120 countries worldwide. For more
information about the company, visit our website www.fphcare.com


Ends//









Authorised by:
Marcus Driller
VP Corporate and Company Secretary

Media & Investor Contacts:
Karen Knott
General Manager – Corporate Communications
karen.knott@fphcare.co.nz
+64 (0) 21 713 911

Hayden Brown
Investor Relations Manager
hayden.brown@fphcare.co.nz
+64 (0) 27 807 8073

---

Fisher & Paykel Healthcare Corporation Limited
NOTICE OF ANNUAL
SHAREHOLDERS’
MEETING 2021

The Annual Shareholders’ Meeting of Fisher &
Paykel Healthcare Corporation Limited (NZBN
9429040719887 and ABN 69 098 026 281) will
be held online at www.virtualmeeting.co.nz/
FPH21 and in person at the Newmarket Room,
Ellerslie Event Centre, Auckland, New Zealand
on Wednesday, 18 August 2021 commencing
at 2.00pm (NZST).
COVID-19 IMPLICATIONS
Health and safety is a top priority at Fisher
& Paykel Healthcare, and the Company
has a critical role to play as a manufacturer
of healthcare products during the global
pandemic. For that reason, COVID-19-related
safety precautions will be in place at the
in-person meeting, including mandatory
masks and physical distancing. Attendees
will be required to register their presence
by signing in or using the New Zealand
Government COVID-19 contact tracing
application. These extra measures are
consistent with our current on-site health and
safety protocols at our New Zealand campus.
The Company is closely monitoring the
situation in New Zealand with regard to
COVID-19. In the event of any significant
developments, the Company may, in its
sole discretion, elect to hold the Annual
Shareholders’ Meeting as an online only
meeting if it considers there are potential
risks to the health of meeting attendees or
if an in person meeting is prohibited by law.
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 at www.fphcare.com/asm.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20211
IMPORTANT DATES
Record date for voting
entitlements for the Annual
Shareholders’ Meeting
5.00pm,
Monday 16 August 2021
(NZST)
Latest time for
receipt of postal votes
and proxies
2.00pm,
Monday 16 August 2021
(NZST)
Annual Shareholders’
Meeting
2.00pm,
Wednesday 18 August 2021
(NZST)
HOW TO GET TO THE
ELLERSLIE EVENT CENTRE
ELLERSLIE
EVENT CENTRE
ELLERSLIE
EVENT CENTRE
MCDONALDS &
COUNTDOWN
ASCOT

HOSPITAL
CARPARK
CARPARK

Fisher & Paykel Healthcare Corporation Limited
2
BUSINESS
A. CHAIR’S ADDRESS
B. MANAGING DIRECTOR AND CHIEF EXECUTIVE
OFFICER’S REVIEW
C. FINANCIAL STATEMENTS
To receive and consider the financial statements and
the auditor’s report for the year ended 31 March 2021
as contained in the Company’s 2021 annual report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions.
Re-Election of Directors
(1) That Scott St John be re-elected as a director
of the Company.
(2) That Sir Michael Daniell be re-elected as a
director of the Company.
(See Explanatory Note 1)
Auditor’s Remuneration
(3) That the Directors be authorised to fix the fees
and expenses of PwC as the Company’s auditor.
(See Explanatory Note 2)

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20213
Long Term Variable Remuneration
issued to the Managing Director and
Chief Executive Officer
(4) That approval be given for the issue of
up to 60,000 performance share rights
under the Fisher & Paykel Healthcare
2019 Performance Share Rights Plan to
Lewis Gradon, Managing Director and
Chief Executive Officer of the Company.
(5) That approval be given for the issue of
up to 190,000 options under the Fisher &
Paykel Healthcare 2019 Share Option Plan
to Lewis Gradon, Managing Director and
Chief Executive Officer of the Company.
(See Explanatory Note 3)
SHAREHOLDER QUESTIONS
Consideration of any shareholder questions
raised during the meeting.
By Order of the Board of Directors
SCOTT ST JOHN, CHAIR
7 JULY 2021

Fisher & Paykel Healthcare Corporation Limited
4
PROCEDURAL NOTES
Persons entitled to vote
The persons who will be entitled to vote on
the resolutions at the Annual Shareholders’
Meeting are those persons who will be the
shareholders of the Company at 5.00pm on
Monday, 16 August 2021 (NZST).
Casting a vote
The voting form enclosed with this notice allows you,
or your proxy, to vote either for or against, or abstain
from, each of the resolutions. Votes may be cast in
any one of the following ways:
Meeting attendance
Attending in person:
Shareholders present at the Annual Shareholders’
Meeting in person may cast their votes at the meeting.
Download the “LinkVote” App available at the App
Store or Google Play Store to vote at the meeting
using your Apple or Android phone. Further detailed
instructions will be provided on the day of the meeting.
Alternatively, if you prefer to vote using a paper card,
this option will be available.
Attending online:
To attend the meeting online please go to
www.virtualmeeting.co.nz/FPH21. Shareholders
attending online will be able to vote and ask questions
during the Annual Meeting. More information regarding
virtual attendance at the Annual Meeting (including
how to vote and ask questions virtually during the
Meeting) is available in the Virtual Annual Meeting
Online Portal Guide available at https://bcast.
linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
Online and postal voting prior to the meeting
Shareholders may directly cast a vote prior to the
meeting online at vote.linkmarketservices.com/FPH/
or by post by completing and lodging the enclosed
voting form with the share registrar, Link Market
Services Limited at PO Box 91976, Auckland 1142,
New Zealand, in accordance with the instructions

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20215
set out on the form. In either case the vote must reach
Link Market Services Limited not later than 48 hours
before the time of the holding of the meeting (i.e.
before 2.00pm on Monday, 16 August 2021 (NZST)).
The Board has authorised Link Market Services to
receive and count postal votes.
Proxy
Shareholders may appoint a proxy to attend the
Annual Shareholders’ Meeting and vote in their place.
A body corporate which is a shareholder may appoint
a representative to attend on its behalf in the same
manner as that in which it could appoint a proxy.
A proxy need not be a shareholder of the Company.
A shareholder who wishes to do so may appoint the
Chair of the Meeting to act as proxy.
A proxy will vote as directed in the proxy form or,
if voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the resolutions (subject
to the comments under “Voting Restrictions” below).
If the Chair is appointed as proxy and the voting is left
to his discretion, the Chair intends to vote in favour
of each of Resolutions (2) to (5).The Chair will abstain
from voting on any discretionary proxies in respect
of Resolution (1).
To appoint a proxy, go online to
vote.linkmarketservices.com/FPH/ or complete and
lodge the enclosed voting form with the share registrar,
Link Market Services Limited, in accordance with the
instructions set out on the form. In either case the
proxy must be received not later than 48 hours before
the time of the holding of the meeting (i.e. before
2.00pm on Monday, 16 August 2021 (NZST)).
Voting Restrictions
The Company will disregard any votes cast in favour
of Resolutions (4) or (5) by Lewis Gradon and any of
his associated persons (as that term is defined in the
NZX Listing Rules).
The Company need not disregard a vote cast in favour
of Resolutions (4) or (5) if it is cast by any of the above
people as proxy for a person who is entitled to vote, in
accordance with an express direction on the proxy form.

Fisher & Paykel Healthcare Corporation Limited
6
Resolutions
All the Resolutions contained in this Notice of
Meeting must be passed by an ordinary resolution
of shareholders, i.e. by a simple majority of the votes
of those shareholders entitled to vote and voting on
the resolution in person or by proxy.
NZX
This Notice of Meeting has been reviewed by NZX
Limited (NZX) in accordance with NZX Listing Rule 7.1
and NZX has confirmed it does not object to this
Notice. NZX does not take any responsibility for any
statement in this Notice.
EXPLANATORY NOTES
EXPLANATORY NOTE 1 –
RE-ELECTION OF DIRECTORS
Under NZX Listing Rule 2.7, a Director must not hold
office (without re-election) past the third annual
meeting following the Director’s appointment or three
years, whichever is the longer.
Scott St John and Sir Michael Daniell are the Directors
retiring in 2021. Being eligible, both Scott St John and
Sir Michael Daniell offer themselves for re-election.
Both Directors standing for re-election do so with the
support of the Board, having considered the tenure,
contribution to the Board, attendance, experience, other
commitments and positions, and performance generally
for each of Scott St John and Sir Michael Daniell.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20217
Scott St John
Scott became a Director of the Company in October
2015. Scott is a director of Mercury Limited, the NEXT
Foundation and Fonterra Cooperative Group Limited.
Scott was Chief Executive Officer of First NZ Capital
from 2002 to 2017. He is a member of Chartered
Accountants Australia and New Zealand and a
fellow of the Institute of Finance Professionals of
New Zealand. Scott has a Bachelor of Commerce
and a Diploma in Business.
Scott St John is considered by the Board to be an
independent Director.
Sir Michael Daniell
Sir Michael became a Director of the Company in
November 2001. Formerly, he was Managing Director
and Chief Executive Officer of Fisher & Paykel
Healthcare from November 2001 to March 2016.
He was General Manager of Fisher & Paykel’s medical
division from 1990 to 2001 and previously held various
technical management and product design roles
within the company. Sir Michael is a member of the
Council of the University of Auckland, a director of
Cochlear Limited, Tait Limited and the Medical

Fisher & Paykel Healthcare Corporation Limited
8
Research Commercialisation Fund, and Chair of the
Medical Technologies Centre of Research Excellence.
He has a Bachelor of Engineering (Hons) and was
named a Knight Companion of the New Zealand
Order of Merit in June 2021.
The Board does not consider Sir Michael Daniell to
be an independent Director given he was previously
employed in an executive capacity by the Company.
EXPLANATORY NOTE 2 –
AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993,
PwC is automatically reappointed as the auditor of the
Company, and this resolution authorises the Board to
fix the fees and expenses of the auditor in accordance
with section 207S of the Companies Act 1993.
EXPLANATORY NOTE 3 –
LONG TERM VARIABLE REMUNERATION ISSUED
TO THE MANAGING DIRECTOR AND CHIEF
EXECUTIVE OFFICER
Introduction
The Board believes that the issue of equity-based
long-term variable remuneration instruments (LTVR
Instruments) will provide appropriate alignment of
participating employees to grow the total shareholder
return of the Company. LTVR Instruments also assist
the Company to attract, motivate and retain key
employees in an environment where such employees
are in high demand, both within New Zealand and
internationally. LTVR Instruments will be issued to
employees as a long-term component of remuneration
provided to employees in accordance with the
Company’s remuneration policy.
The Company currently operates the following
long-term variable remuneration arrangements
(the LTVR Plans) under which LTVR Instruments

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20219
will be issued to selected executives, managers
and employees:
• The Fisher & Paykel Healthcare 2019 Performance
Share Rights Plan (the 2019 Performance Share
Rights Plan), under which performance share rights
are issued. This was introduced as a replacement
for the previous Performance Share Rights Plan
that was first introduced in 2012. Under the 2019
Performance Share Rights Plan, performance share
rights vest and become exercisable for ordinary
shares depending on the achievement of a
designated total shareholder return hurdle.
• The Fisher & Paykel Healthcare 2019 Share Option
Plan (the 2019 Option Plan). This was introduced
as a replacement for the 2003 Share Option Plan.
Under the 2019 Option Plan, options are issued,
which vest and become exercisable for ordinary
shares depending on share price performance
relative to a cost of capital benchmark.
Shareholder approval being sought
Shareholder approval is being sought:
• under resolution 4, to issue up to 60,000
performance share rights under the Performance
Share Rights Plan; and
• under resolution 5, to issue up to 190,000 options
under the Option Plan,
in each case to Lewis Gradon, the Managing
Director and Chief Executive Officer of the Company.
Mr Gradon is the only Director eligible to participate
in new grants under the LTVR Plans. The Company
intends to issue these LTVR Instruments to Mr Gradon
within six months of the date of the Annual
Shareholders’ Meeting.
The following tables compare the number of LTVR
Instruments proposed to be issued to Mr Gradon
this year against the total maximum number proposed
last year, as well as the total number of actual LTVR
Instruments issued to Mr Gradon last year.

Fisher & Paykel Healthcare Corporation Limited
10
SHARE RIGHTSOPTIONSLTVR INSTRUMENTS TOTAL
2020202012020202120202021
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
60,00022,17860,000190,00069,931190,000250,00092,109250,000
The Company also intends to issue, pursuant to NZX
Listing Rule 4.6, up to [1,750,000] LTVR Instruments
in aggregate, to selected senior executives, managers
and other employees of the Company and its
subsidiaries. Together with the maximum number
of LTVR Instruments proposed to be issued to
Mr Gradon, the Company therefore intends to issue
no more than a maximum aggregate of 2,000,000
LTVR Instruments to employees, including Mr Gradon,
following the Annual Shareholders’ Meeting. This
maximum aggregate number equates to the issue
of LTVR Instruments to acquire shares representing
approximately 0.3% of the total ordinary shares
on issue. If all 2,000,000 LTVR Instruments were
exercised for shares, then shareholders would be
diluted by this percentage amount. In 2020, the actual
number of LTVR Instruments issued was 605,501.
The LTVR Instruments are proposed to be issued to
Mr Gradon under NZX Listing Rule 4.6, which does
not require shareholder approval of the issue, given
Mr Gradon’s participation has been determined by
criteria applying to employees generally under the
LTVR Plans. However, the Company has determined it
will seek shareholder approval for the issue, consistent
with its prior practice. If shareholders do not approve
the proposed issue of LTVR Instruments to Mr Gradon,
the Board will investigate alternative long-term
variable remuneration arrangements for Mr Gradon.
Prior to the introduction of the 2019 Performance
Share Rights Plan and the 2019 Option Plan, the Board
instructed an independent advisor, PwC, to conduct a
review of the LTVR Instruments, including whether the
inclusion of re-testing provisions in the plans was

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202111
SHARE RIGHTSOPTIONSLTVR INSTRUMENTS TOTAL
2020202012020202120202021
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
Maximum
Amount
Actual
Amount
Issued
Maximum
Amount
60,00022,17860,000190,00069,931190,000250,00092,109250,000
appropriate. The PwC advice concluded that to
completely remove the re-testing provisions in the
LTVR Plans would reduce the grant date “fair value”
of LTVR Instruments (confirmed by independent
valuation advice from KPMG), reduce the probability
of vesting while increasing the potential for employees
to periodically earn excessive rewards when vesting
occurred. Accordingly, PwC recommended that
re-testing provisions be retained in the plans.
The Board agrees that the retention of re-testing
provisions in the LTVR Plans is appropriate. Removing
re-testing reduces fair value of the LTVR Instruments,
and so increases the number of instruments granted
to provide the same fair value total remuneration to
employees. The Board agrees that this is likely to
increase the short-term volatility in returns to
employees. Consequently, the Board believes that
the likely lower volatility of the current plans (including
re-testing) provides a more appropriate balance
between market-linked return to employees and the
Company’s stated long-term approach to sustainable,
profitable growth.
The LTVR Instruments are designed to retain the
Company’s key employees over the long term and
the quantum of the grant takes into consideration
the likelihood of them being paid out.
A summary of the key terms of the Performance
Share Rights Plan and Option Plan is set out on
the pages that follow.

Fisher & Paykel Healthcare Corporation Limited
12
Key Terms of the 2019 Performance Share
Rights Plan
The key terms of the 2019 Performance Share Rights
Plan are:
• No amount is payable by a participant for the grant
of performance share rights.
• One share right gives the participant the potential
to exercise that performance share right for one
ordinary share in the Company at no cost.
• Whether (and how many) performance share rights
become exercisable will depend on the Company’s
gross total shareholder return (TSR) performance
compared to the performance of the Dow Jones
US Select Medical Equipment Total Return Index
(DJSMDQT) in New Zealand dollars over the same
period (the Index return).
• The Company’s TSR will be calculated and
compared against the Index return at the end
of a “performance period” ending on the fifth
anniversary of the grant of the performance share
rights (the Grant Date) (the PSR Performance
Period) and also at the end of performance periods
ending on the third and fourth anniversaries of
the Grant Date (the Early Performance Periods).
• Performance share rights will only become
exercisable if the Company’s TSR over the relevant
performance period exceeds the Index return
over the same period, measured in absolute terms.
If, at the end of the PSR Performance Period, the
Company’s TSR performance over that period
exceeds the Index return over the same period
by less than 10%, measured in absolute terms,
then between 50% and 100% of the performance
share rights held by the participant, as determined
on a straight-line basis by the Board, become
exercisable. If the Company’s TSR over the
PSR Performance Period or either of the Early
Performance Periods exceeds the Index return
over the same period by 10% or more, measured
in absolute terms, then all of the performance
share rights will become exercisable as at the
end of the relevant performance period.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202113
• At the end of each performance period, the
Company will advise each participant whether any
of their performance share rights are exercisable
depending on the above methodology and, if they
are, the number of performance share rights which
are exercisable.
• Exercisable performance share rights may only
be exercised during the 20 business day period
from the date that the participant is notified
that the performance share rights have become
exercisable following the end of the relevant
performance period (excluding, at the Board’s
discretion, any days when trading restrictions
apply to a participant) (the Exercise Period).
Any exercisable performance share rights may be
exercised by the participant at any time during the
Exercise Period and will be deemed to be exercised
at 4.59pm on the last day of the Exercise Period if
they have not been exercised or surrendered by
the participant before that time.
• If no performance share rights are exercisable
because the Company’s TSR over the performance
period has not exceeded the Index return over the
same period, the process is repeated at the end
of the subsequent performance period.
• Unless otherwise determined by the Board,
a participant’s performance share rights will
lapse on the first to occur of the following events:
– the date of receipt by the Company of written
notice from the participant surrendering their
performance share rights;
– 5.00 pm on the last day of the Exercise Period
in respect of the PSR Performance Period;
– in the case of performance share rights held
by a participant who ceases to be employed
because of serious illness, accident, permanent
disablement, redundancy or death, in each case
after the third anniversary of the date of grant
of the performance share rights, the last date
of the Exercise Period in respect of the next
performance period following the date on which
the participant ceases to be employed; and

Fisher & Paykel Healthcare Corporation Limited
14
– in the case of performance share rights held
by a participant who ceases to be employed
because of any other reason, the day on
which that person ceases to be employed.
• Subject to any applicable Listing Rules, the Board
is given discretion to adjust the terms of any
performance share rights to achieve equivalent
treatment as between the participants in the
2019 Performance Share Rights Plan and the
shareholders in the event of a change in the
capital structure of the Company.
• The Board is also given discretion to amend the
terms of the 2019 Performance Share Rights Plan,
or of performance share rights, in the case of a
takeover or other change of control transaction in
respect of the Company, so as to allow participants
to participate in the benefit of that transaction.
• The Company may amend the terms of the 2019
Performance Share Rights Plan, subject to the
consent of any adversely affected participant.
• Performance share rights are not transferable,
other than to certain persons associated with
an employee and approved by the Board, and do
not participate in dividends or other distributions
of the Company. Participants are not entitled to
participate in new issues of the underlying
securities (such as a rights issue or bonus issue)
prior to exercising the performance share rights.
• Performance share rights will not be quoted on
either the NZX Main Board or the ASX markets.
So long as the Company remains listed on the NZX
Main Board and/or the ASX markets, it is intended
that the shares issued on exercise of performance
share rights will be quoted on the NZX Main Board
and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of performance share rights will be fully
paid and rank equally with all other ordinary shares
in the Company except for dividends or other
entitlements in respect of which the record date
occurred prior to the date of issue or transfer of
the relevant shares.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202115
Key Terms of the 2019 Option Plan
The key terms of the 2019 Option Plan are:
• No amount is payable for the grant of options.
• One option gives the participant the right to
subscribe at the exercise price for one ordinary
share in the Company.
• An option may be exercised only if, on one of
the dates referred to in the next paragraph, the
company’s volume weighted average share price
on the NZX Main Board over the five business days
before that date, exceeds the “Escalated Price”
(described on the following page) on that date.
• The share price will be weighed against the
Escalated Price at the end of a “Performance
Period” ending on the fifth anniversary of the date
of grant of an option (“Grant Date”) and also at
the end of periods ending on the third and fourth
anniversaries of the Grant Date. If the share price
exceeds the Escalated Price at any of those dates,
options may be exercised during a period of
90 business days (excluding, at the Board’s
discretion, any days when trading restrictions
apply to a participant) (“Exercise Period”) after
the Company advises the option holder that the
options have become exercisable. If options have
become exercisable, the holder of those options
may exercise all or some of those options during
an Exercise Period, but any options of that holder
issued on the same Grant Date that are not
exercised will be cancelled, and cannot be
exercised in a later Exercise Period.
• Unless otherwise determined by the Board, options
lapse on the holder ceasing to be employed by
the Company or a subsidiary. If an option holder
ceases to be employed by reason of serious illness,
accident, permanent disablement, redundancy, or
death after the third anniversary of the Grant Date,
that holder’s options remain in force until the end
of the next Exercise Period after the date the holder
ceases to be employed.

Fisher & Paykel Healthcare Corporation Limited
16
• The exercise price of options is the company’s
volume weighted average share price on the NZX
Main Board over the five business days before the
Grant Date.
• The Escalated Price is determined as follows:
– As at each anniversary of the Grant Date of an
option, a new “base price” will be calculated by:
– increasing the last calculated base price
(which, as at the first anniversary of the
Grant Date, will be the exercise price of the
option) by a percentage amount determined
by the Board to represent the Company’s
cost of capital; and
– reducing the resulting figure by the amount
of any dividend paid by the Company in the
12-month period immediately preceding
that anniversary.
– The Escalated Price on any particular
anniversary of the Grant Date will be the base
price determined as at that anniversary of the
Grant Date, determined in accordance with
the above.
• The Board is given discretion to adjust the terms
of any options (including the exercise price) to
achieve equivalent treatment as between the
participants in the 2019 Option Plan and the
shareholders in the event of a change in the
capital structure of the Company.
• The Board is also given discretion to amend the
terms of the 2019 Option Plan or any options in
the case of a takeover or other change of control
transaction in respect of the Company, so as to
allow option holders to participate in the benefit
of that transaction.
• The Company may amend the terms of the 2019
Option Plan, subject to the consent of any
adversely affected participant.
• Options are not transferable, other than to certain
persons associated with an employee, and do not
participate in dividends or other distributions of

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202117
the Company. Participants are not entitled
to participate in new issues of the underlying
securities (such as a rights issue or bonus issue)
prior to exercising the options.
• Options will not be quoted on either the NZX Main
Board or the ASX markets. So long as the Company
remains listed on the NZX Main Board and/or the
ASX markets, it is intended that the shares issued
on exercise of options will be quoted on the NZX
Main Board and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of options will be fully paid and rank
equally with all other ordinary shares in the
Company except for dividends or other
entitlements in respect of which the record date
occurred prior to the date of issue or transfer of
the relevant shares.
• The Cancellation Offer facility approved by
shareholders at the 2004 Annual Shareholders’
Meeting (which allows optionholders to cancel
vested options in consideration for shares of a
value equal to the gain that the optionholders
would receive if they exercised their options)
applies to the options granted under the 2019
Option Plan.

---

Lodge your proxy:
Online: vote.linkmarketservices.com/FPH
Scan & Email: meetings@linkmarketservices.com
(Please use “FPH Proxy Form” as the subject for
easy identification)
Mail: Use the enclosed reply paid envelope or
address to:
Link Market Services
PO Box 91976, Auckland 1142, New Zealand
By hand:
Link Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland, New Zealand
General Enquiries:
+64 9 375 5998 or email:
meetings@linkmarketservices.com
SCAN THIS QR CODE WITH YOUR
SMARTPHONE AND VOTE ONLINE
Fisher & Paykel Healthcare Corporation Limited Annual Meeting Voting Form
The Annual Shareholders’ Meeting of Fisher & Paykel Healthcare Corporation Limited (NZBN 9429040719887 and
ABN 69 098 026 281) will be held online at www.virtualmeeting.co.nz/FPH21 and in person at the Newmarket Room,
Ellerslie Event Centre, Auckland, New Zealand (subject to COVID-19 circumstances allowing in person attendance) on
Wednesday, 18 August 2021 commencing at 2.00pm (NZST). To attend online via the above link you will require your
Holder Number for verification purposes.
Proxy Appointment
7 If you are a shareholder entitled to attend and vote at the Annual
Shareholders’ Meeting you are entitled to appoint a proxy or, in the
case of a corporate shareholder, a representative to attend and vote
instead of you. A proxy may be appointed by completing this Voting
Form on-line, or the Voting Form may be completed and mailed,
delivered, or scanned and emailed in accordance with the
instructions on the back of this form.
8 A proxy can be any person of your choice and does not have to be
a shareholder of Fisher & Paykel Healthcare. If you wish you can
appoint the Chair of the Meeting as your proxy. The Chair will vote
in accordance with your instructions, or, failing your instruction, in
accordance with the terms set out in note 9 of this Voting Form.
9 If you tick the box “discretion” on any resolution, you are directing
your proxy or representative to decide how to vote on that
resolution on your behalf. If you tick the “abstain” box on any
resolution, you are directing your proxy or representative not to
vote on that resolution. If you return this Voting Form without a
direction as to how to vote on any resolution, or if you tick more
than one box in relation to any resolution, the vote on that
resolution will be treated as “discretion” and your proxy will exercise
his/her discretion as to whether to vote and, if so, how. The Chair
intends to vote discretionary proxies in favour of Resolutions 2 to 5.
The Chair will abstain from voting on any discretionary proxies in
respect of Resolution 1.
10 This Voting Form must be signed by you or your attorney, duly
authorised in writing. In the case of a joint shareholding, this form
must be signed by each of the joint shareholders (or their duly
authorised attorney). In the case of a corporate shareholder, this
Voting Form must be signed by a director or a duly authorised
officer acting under the express or implied authority of the
corporate shareholder, or an attorney duly authorised by the
corporate shareholder.
11 If this Voting Form is signed under a power of attorney, a certificate
of non-revocation must be completed and a copy of the power of
attorney certified by a Solicitor, Justice of the Peace or Notary Public
provided to Link Market Services Limited, unless it has already been
noted by the Company or Link Market Services Limited.
General
12 The Company will disregard any votes cast in favour of Resolutions
4 or 5 by Lewis Gradon and any of his associated persons (as that
term is defined in the NZX Listing Rules).
13 The Company need not disregard a vote cast in favour of
Resolutions 4 or 5 by a person referred to in paragraph 11 if that
vote is cast by that person as proxy for a person who is entitled to
vote, in accordance with an express direction on the Voting Form.
COVID-19 IMPLICATIONS
Given the current uncertainty regarding COVID-19, the Company may,
in its sole discretion, elect to hold the Annual Shareholders’ Meeting as
an online only meeting in the event that it considers there are potential
risks to the health of meeting attendees. In such circumstances, the
Company will provide as much notice as is reasonably practicable,
by way of announcement to the NZX and ASX.
NOTES
Attending the Meeting
1 If you propose to ATTEND the Annual Shareholders’ Meeting in
person please bring this Voting Form to the meeting to assist with
your registration. All shareholders must register with Link Market
Services prior to entering the meeting room. If you wish to vote
using your mobile phone, please download the “LinkVote” App
prior to the meeting on the Apple Store or Google Play Store.
Shareholders who prefer to vote using a voting card will still be
able to do so.
2 Shareholders attending and participating in the Annual Meeting
virtually via www.virtualmeeting.co.nz/FPH21 will be able to vote
and ask questions during the Annual Meeting. More information
regarding virtual attendance at the Annual Meeting (including how
to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
Postal Vote
3 If you are entitled to attend and vote at the Annual Shareholders’
Meeting you are entitled to vote by postal vote. The Company
Secretary has been authorised by the Board to receive and count
postal votes at the Annual Shareholders’ Meeting.
4 You can cast your postal vote by one of the methods listed above
in the box headed “Lodge your Proxy”. If you return your postal
vote without indicating how you wish to vote, or your indication
on how to vote is unclear on any resolution, you will be deemed
to have abstained from voting on that resolution.
5 If you complete the postal vote section and also appoint a proxy
then your postal vote will be cast and your proxy appointment
will not be counted.
6 If this Voting Form is returned duly signed by a shareholder with
voting instructions completed, but without indicating that it is
a postal vote, and a proxy has not been appointed, it will be
deemed to be a postal vote.
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than
2.00pm, Monday 16 August 2021 (NZST).
Go online to vote.linkmarketservices.com/FPH to cast your vote or appoint your proxy, or turn over to complete the form.

Section 2:
Voting instructions
This form is to be used to vote as follows on the following resolutions: Tick (
ü
) in box to record your vote
BusinessForAgainstAbstainDiscretion
1.That Scott St John be re-elected as a director of the Company.

2.That Sir Michael Daniell be re-elected as a director of the Company.

3.That the Directors be authorised to fix the fees and expenses of PwC as the
Company’s auditor.

4.That approval be given for the issue of up to 60,000 performance share rights
under the Fisher & Paykel Healthcare 2019 Performance Share Rights Plan to
Lewis Gradon, Managing Director and Chief Executive Officer of the Company.

5.That approval be given for the issue of up to 190,000 options under the Fisher &
Paykel Healthcare 2019 Share Option Plan to Lewis Gradon, Managing Director
and Chief Executive Officer of the Company.

The resolutions above are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting 2021 for the full text of the
resolutions and the explanatory notes.
Section 1:
Choose to vote by postal vote or appoint a proxy to vote on your behalf
Postal Voting
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
Appoint a Proxy to vote on your behalf
I/We being a shareholder(s) of
Fisher & Paykel Healthcare Corporation Limited hereby appoint: at:
(full name of proxy) (email)
Or failing that person: at:
(full name of proxy) (email)
as my/our proxy to vote for me/us on my/our behalf as directed below, and on any other matters put to the Annual Shareholders’
Meeting of Fisher & Paykel Healthcare Corporation Limited to be held at 2.00pm on Wednesday, 18 August 2021 (NZST), or at any
adjournment of that meeting. Unless otherwise instructed as below, my/our proxy may vote as he/she thinks fit.
If you wish, you may appoint the Chair of the Meeting as your proxy by entering “Chair of the Meeting” in the box above.
Sign:
Signature of Shareholder(s). This section must be completed.
Contact details
Signed this 2021
(Daytime phone number) (Date)
Signature/s
(All shareholders must sign your email)


Please tick here if you would like to receive communications electronically – please provide your email address or
email operations@linkmarketservices.co.nz to receive shareholder communications electronically.