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).

OCA advises that 1,078,125 Share Rights have been issued in this grant. OCA also advises that 1,252,325 Share
Rights that were granted in 2020 have lapsed as a consequence of executives leaving employment with OCA.

OCA now has 1,773,861 Share Rights on issue.

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 1,078,125
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 in each tranche
(each tranche having different
performance hurdles, commencement
dates, measurement dates and/or
vesting dates)
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.
1,773,861 Share Rights with varying
performance hurdles, commencement
dates, measurement dates and/or
vesting dates.

Details of each tranche of Share Rights
on issue are set out in Appendix A to this
notice.
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 25 August 2021
and Listing Rule 4.6.1.

Capital Change Notice


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 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 06/09/2021
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 06/09/2021

OCA – Appendix A

SHARE RIGHTS ISSUED IN THIS GRANT

Tranche Hurdle Number Commencement
Date
Measurement
Date
Vesting Date
2021TSR1 TSR 179,688 1 April 2021 31 March 2022 31 March 2024
2021TSR2 TSR 179,688 1 April 2021 31 March 2023 31 March 2024
2021TSR3 TSR 179,687 1 April 2021 31 March 2024 31 March 2024
2021UEPS1 UEPS 179,688 1 April 2021 31 March 2022 31 March 2024
2021UEPS2 UEPS 179,687 1 April 2022 31 March 2023 31 March 2024
2021UEPS3 UEPS 179,687 1 April 2023 31 March 2024 31 March 2024

SHARE RIGHTS ON ISSUE FROM EARLIER GRANTS

Tranche Hurdle Number Commencement
Date
Measurement
Date
Vesting Date
2020TSR1 TSR 115,957* 15 September
2020
31 March 2021 31 March 2023
2020TSR2 TSR 115,956 15 September
2020
31 March 2022 31 March 2023
2020TSR3 TSR 115,955 15 September
2020
31 March 2023 31 March 2023
2020UEPS1 UEPS 115,957* 1 April 2020 31 March 2021 31 March 2023
2020UEPS2 UEPS 115,956 1 April 2021 31 March 2022 31 March 2023
2020UEPS3 UEPS 115,955 1 April 2022 31 March 2023 31 March 2023

*The performance hurdle has been met for the Share Rights in these tranches.