Notice of 2021 Annual Shareholders’ Meeting and Proxy Form

AGENDA

1. Chairman and Executive Directors’ Presentations

2. Shareholder Discussion

3. Resolutions

To consider, and if thought fit, pass the following Resolution:

Resolution 1: To record the re-appointment of William Buck
New Zealand as auditor of the Company and to authorise the
Directors to fix the auditor’s remuneration for the ensuing year.
Further information relating to the Resolution is set out in the
Explanatory Notes.
4. To consider any other ordinary business which may properly be
brought before the Meeting.

Promisia’s Board and management invite attendees to join them for
light refreshments at the end of the Meeting.
A copy of the Annual Meeting presentations is available to view on the
Company’s website https://www.promisia.co.nz/investor-
centre/#investor-news.
By Order of the Board of Directors
Stephen Underwood
Chairman
14 July 2021


Notice is hereby given that the
2021 Annual Shareholders’
Meeting of Promisia Healthcare
Limited will be held as a physical
only meeting. Details are as
follows:
Date: Thursday 12 August 2021,
commencing at 9.30am.
Venue: Von Kohorn Room,
Wellington Museum, 3 Jervois Quay,
Queens Wharf, Wellington

Important Date and Time
Latest time for receipt of proxy forms
and questions
Time for determining voting
entitlement at the Meeting
9.30am on Tuesday 10 August 2021


In the event that New Zealand moves
from Covid Alert Level 1 to Alert
Levels 2, 3, or 4 prior to 12 August
2021 then this meeting may be held
as a virtual meeting only. Details on
how to participate in any such virtual
meeting will be provided to
shareholders in an announcement to
NZX and by email to shareholders
where the company’s share registry
holds a contact email address.
NOTICE OF 2021 ANNUAL
SHAREHOLDERS’ MEETING

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. Resolution 1 is
an Ordinary Resolution and requires approval by a simple majority (greater than 50%) of the votes of
those shareholders entitled to vote and voting on the resolution.
RESOLUTION 1: AUDITORS’ REMUNERATION
Under section 207T of the Companies Act 1993, William Buck Audit (NZ) Limited is automatically
reappointed at the Annual Meeting as auditor of the Company. The resolution authorises the Board
to fix the remuneration of William Buck Audit (NZ) Limited as the Company’s auditor.
Director Retirement
Independent director, Duncan Priest, has announced his retirement from the Board at the 2021
Annual Meeting. The Board thanks Duncan for his contribution to the company, often in very
challenging circumstances. Duncan’s extensive knowledge and experience in the New Zealand’s
capital markets has provided wise counsel over the last nine years.
The Board expects to appoint a replacement director following the Annual Meeting.
IMPORTANT INFORMATION
VOTING
The only persons entitled to vote at the Annual Meeting are registered shareholders (or their proxies or
representatives) as at 9.30am on Tuesday 10 August 2021. Only the shares registered in those
shareholders’ names at that time may be voted at the Annual Meeting. Voting can be done in two ways:
By attending the Annual Meeting and submitting your vote; or by appointing a proxy to vote on your
behalf at the Meeting.
PROXIES, CORPORATE REPRESENTATIVES AND POWER OF ATTORNEY
Any shareholder may appoint another person or persons as proxy to attend, and vote on his or her
behalf at the Meeting. If a shareholder wishes to appoint a proxy to attend and vote in their place, that
shareholder should complete the proxy form which is enclosed with this Notice of Meeting or follow the
instructions on the proxy form to lodge a proxy online. Either of the joint holders of a share may sign the
proxy form. A proxy does not have to be a shareholder in the Company.
The Chairman and the Directors offer themselves as proxy to shareholders and, if given discretion, will
vote in favour of the resolution.
A corporation that is a shareholder may appoint a representative to attend the Meeting on its behalf in
the same manner as it could appoint a proxy. Corporate representatives should bring along to the
Meeting evidence of their authority to act for the relevant corporation. Any person representing a
shareholder(s) by virtue of a power of attorney must bring evidence of their authority to vote on behalf
of the shareholder(s) and power of attorney.
Proxy forms must be received by Link Market Services no later than 9.30am on Tuesday 10 August 2021.
Proxy forms can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Email to meetings@linkmarketservices.com

• Lodged online

ONLINE PROXY VOTING
Shareholders may elect to lodge their proxy appointment online. You will need to go to the website of
our share registrar, Link Market Services https://investorcentre.linkmarketservices.co.nz/voting/PHL
You will be required to enter your CSN/Holder number and FIN and follow the instructions from there.
SHAREHOLDER QUESTIONS
Promisia is offering the facility for shareholders to submit questions to the Board in advance of the
Meeting. Questions should be relevant to matters at the Annual Meeting. There will also be the
opportunity for shareholders to ask questions at the Meeting. Please submit questions by completing
the section on the Proxy Form or online by 9.30am on Tuesday 10 August 2021.
ANNUAL MEETING PRESENTATIONS AND FY21 ANNUAL REPORT
The Meeting presentations and voting results will be released to the NZX and published on the Company
website at http://www.promisia.co.nz/investor-centre/#investor-news. A copy of Promisia’s latest
Annual Report is available publicly, and copies of future reports to shareholders, will be available on the
company website at http://www.promisia.co.nz/investor-centre/#reports-&-results. You may, at any
time, request a free copy of the most recent and future Annual Reports. You can update your
communication preferences by visiting the Link Investor Centre at www.linkmarketservices.co.nz or
email to operations@linkmarketservices.co.nz (Please use “PHL Report” as the subject line for easy
identification).

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/PHL

Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquires@linkmarketservices.com

PROXY FORM/ADMISSION CARD PROMISIA HEALTHCARE LIMITED ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of shareholders of Promisia Healthcare Limited (the Company) will be a physical only meeting and will be held at
Von Kohorn Room, Wellington Museum, 3 Jervois Quay, Queens Wharf, Wellington, on Thursday 12 August 2021, commencing at
9:30am.
In the event that New Zealand moves from Covid Alert Level 1 to Alert Levels 2, 3, or 4 prior to 12 August 2021 then this meeting may
be held as a virtual meeting only. Details on how to participate in any such virtual meeting will be provided to shareholders in an
announcement to NZX and by email to shareholders where the company’s share registry holds a contact email address.

Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement
instructions above) to be received by Link Market Services (the share registry), no later than 9:30am, on Tuesday, 10 August 2021.
You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/PHL or by scanning the QR code above with your smartphone. Your proxy need
not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering “Chairman” in the relevant
space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business.
If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain
from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose
of that form, but only to vote to the extent of the voting instructions provided.

Attending the Meeting
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the meeting, the barcode is required for registration
at the meeting. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that
in which it could appoint a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms

Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal
of the corporate shareholder (if it has one).

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Promisia Healthcare Limited:

hereby appoint _____________________________________________of________________________________________________
(Full Name) (Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 9:30am on Thursday 12 August
2021 and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. 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 computing the required majority, for that item
To consider and, if thought fit, pass the following ordinary resolution:

Tick () in box to vote

For Against Abstain Discretion
RESOLUTIONS

1.
To record the re-appointment of William Buck New Zealand as auditor of the
Company and to authorise the Directors to fix the auditor’s remuneration for the
ensuing year.
   
and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at
the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees
fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but would
like to ask a question, you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/PHL and
completing the online validation process or complete the question section below and return to Link Market Services. Questions will need
to be submitted by 9:30am, Tuesday 10 August 2021. The Board will address and answer questions during the meeting.








STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3


or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name _______________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email please provide your email address below.
Question: