Notice of Meeting

Business
A. Annual Report and Financial Statements
To consider and receive the annual report and the financial
statements for the year ended 31 March 2022 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. Election of Rob Hamilton: That Rob Hamilton be elected
as a director of the Company.
2. Election of Peter Dufaur: That Peter Dufaur be elected
as a director of the Company.
3. Authorise an increase in directors’ fees: That the non-
executive directors’ fee pool be increased by $133,500
from $762,500 to $896,000 per annum (plus GST, if any)
with effect from 1 April 2022, to be divided among the
non-executive directors as they consider appropriate.
4. 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 and online at
https://meetnow.global/nz on Thursday 23 June 2022 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 Company is not permitted to hold a physical meeting due to COVID-19 restrictions on
gatherings in Auckland on the date of the Annual Meeting, the meeting will proceed 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.
come from within.
Better experiences
NOTICE OF MEETING 2022

Persons Entitled to Vote
The persons who will be 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 20 June 2022.
Attending the Meeting
The Company is holding a hybrid Annual Meeting this year.
Shareholders can attend either in person or online at h t t p s ://
meetnow.global/nz or appoint a proxy to attend on their behalf.
Shareholders can attend the meeting virtually through the
Computershare Meeting Platform https://meetnow.global/nz.
To access the meeting, click “Go” under the Oceania meeting and
then click “Join Meeting Now”. By using the meeting platform,
shareholders will be able to watch the Annual Meeting, vote and
ask questions online using a smartphone, tablet or desktop device.
Please refer to the Virtual Meeting Guide for more information. You
will need the latest version of Chrome, Safari or Edge to access the
meeting. Please ensure your browser is compatible.
Shareholders who are not able to attend, in person or online, and
who do not wish to appoint a proxy may cast an online or postal
vote before the meeting. Please review the enclosed Voting/Proxy
Form for instructions on how to vote online.
Proxies and Voting
Any shareholder who is entitled to attend and vote at the meeting
may appoint a proxy instead to attend, in person or online, 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,
except for resolution 3 where the NZX Listing Rules do not permit a
director to vote undirected proxies.
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.
If you wish to appoint a proxy, please review the proxy form
which provides information on how to make this appointment.
For your vote or 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 21 June 2022.
Each resolution is to be considered as an ordinary resolution,
requiring a simple majority of the votes of those shareholders
entitled to vote and voting.
In accordance with the NZX Listing Rules, each non-executive
director and all Associated Persons of each such director (as that
term is defined in the NZX Listing Rules) is disqualified from casting
a vote in favour of resolution 3, other than where the vote is cast
by a non-executive director or an Associated Person of a director
as proxy for a person who is entitled to vote, in accordance with
the express directions on the proxy form to vote for or against the
resolution. Any votes otherwise cast on resolution 3 by a non-
executive director or an Associated Person of a director will be
disregarded by the Company.
Explanatory Notes
Resolutions 1 and 2: Election of Directors
Rob Hamilton and Peter Dufaur were appointed as directors by
the Board in September 2021 and, in accordance with NZX Listing
Rule 2.7.1 and the Company’s Constitution, must not hold office
without election past this year’s Annual Shareholders Meeting.
Being eligible, Rob and Peter offer themselves for election.
The Board has determined that, in its view, if elected, each of
Rob Hamilton and Peter Dufaur will be an independent director
for the purposes of the NZX Listing Rules. Both Rob Hamilton
and Peter Dufaur stand for election with the support of the other
directors of the Company.
Rob Hamilton
Rob Hamilton (BSc, BCom) joined the Board as an independent
non-executive director on 17 September 2021. He is a respected
member of the capital markets and finance community in
New Zealand, with more than 30 years’ experience in senior
executive roles. Rob is currently a director of Westpac
New Zealand Limited and a director of Tourism Holdings Limited
(including Chair of the Audit Committee). He was previously
Chief Financial Officer of SkyCity Entertainment Group Limited
and a Managing Director and Head of Investment Banking at
Jarden (formerly First NZ Capital).
Rob is also a member of the Auckland Grammar School Board
of Trustees and has previously been a Board member on the
New Zealand Olympic Committee.
Rob is a member of the Audit Committee.
Peter Dufaur
Peter Dufaur (BProp) joined the Board as an independent non-
executive director on 17 September 2021. He has over 25 years’
experience in the New Zealand property market, including 10
years as Head of Development for Goodman Property Trust.
During his time at Goodman Property Trust, Peter was responsible
for all of the Trust’s development activity and oversaw more than
$1.5 billion of successful property development.
Peter is currently the Managing Director of Mayfair Group Limited,
which is involved in property development, asset management
and funds management across a wide variety of sectors in the
New Zealand property market. Peter also sits on several private
enterprise boards, including until recently, Chair of building
products manufacturer Thermakraft.
Peter is a member of the Development Committee.
Resolution 3: Directors’ Fee Increase
This resolution is put to shareholders in accordance with NZX
Listing Rule 2.11.1 and relates to the maximum aggregate fees
payable to all non-executive directors. At present, the maximum
fee pool for non-executive directors is $762,500 per annum.
The pool was last fixed five years ago at $582,500 per annum
when there were five directors. The pool has increased and
decreased since then with the appointment and resignation of
directors in accordance with NZX Listing Rule 2.11.3. It is proposed
to increase the total pool of directors’ fees by $133,500 to
$896,000 per annum (plus GST, if any), being a 17.5% increase.
Based on the current Board membership of seven non-executive
directors, the total annual fees paid are $762,500.
The current allocation of fees paid to non-executive directors
is shown in the table below. Other than the fees payable to the
Chair of each standing Committee, no other fees are payable to
Directors for membership of a Committee.

Present AllocationCurrent Fee
Chair of the Board$180,000
Directors
(individually and excluding the Chair)
$90,000
Chair of the Audit Committee
(in addition to director fee)
$20,000
Chair of the Clinical and Health & Safety Committee
(in addition to director fee)
$15,000
Chair of the People & Culture Committee
(in addition to director fee)
$ 7, 5 0 0
The Company is seeking the approval of shareholders to increase
the maximum fee pool for non-executive directors for the
following reasons:
a. There have been significant market movements and trends
for non-executive director fees since the maximum fee
pool was fixed five years ago in 2017. There is a need to
align the current non-executive director fees with fees
paid by comparator group organisations in New Zealand
and Australia.
b. The time commitment required of the Company’s non-
executive directors is greater than that of comparator
group organisations in New Zealand and Australia. This
is demonstrated by the number of meetings attended by
Board members increasing from 22 Board and Committee
meetings held in the year ended 31 May 2018 to 40 Board
and Committee meetings held in the year ended 31 March
2022. The number of Board and Committee meetings
attended by each director in the year ended 31 March
2022 is set out in the Company’s Corporate Governance
Statement. In addition, directors undertake site visits and
meet with residents when they are able to do so, Covid
restrictions permitting.
c. The Company continues to grow in complexity with a
consequent increasing workload for directors, including
the workload of those directors appointed to committees
of the Board. Directors’ workloads will increase with more
legislative and regulatory changes being proposed, as well
as stakeholders’ expectations increasing to consider and
monitor a broader range of non-financial measures together
with governing through the ongoing uncertainties of the
macroeconomic environment.
d. To ensure the Company can offer competitive fees to attract
and retain non-executive directors of the highest calibre and
requisite expertise.
e. To ensure that the aggregate remuneration can
accommodate payment of fees to non-executive directors
for additional duties. This will be funded through the
proposed headroom, paid out for significant strategic
work undertaken by directors outside of the normal
workload of the Board and Committees.
The Board considers, in light of the realities of the increased
workloads and responsibilities undertaken by the Board and
consideration of the Independent Report (as outlined below),
that the proposed increased fees pool is fair and reflective of
market conditions.
The table below sets out the proposed standard director fees
per annum effective from 1 April 2022, and the amount of the
increase proposed:
AllocationCurrent FeeProposed FeeIncrease
Chair of the Board$180,000$200,000$20,000
Directors (individually and
excluding the Chair)
$90,000$100,000$10,000
Chair of the Audit Committee (in
addition to director fee)
$20,000$20,000No change
Chair of the Clinical and Health
& Safety Committee (in addition
to director fee)
$15,000$15,000No change
Chair of the People & Culture
Committee (in addition to
director fee)
$ 7, 5 0 0$12,000$4,500
Chair of the Development
Committee (in addition to
director fee)
-$12,000$12,000
Chair of the Sustainability
Committee (in addition to
director fee)
-$12,000$12,000
Based on current Board membership, the proposed total annual
fees payable would be $871,000, including the Chair of the
Sustainability Committee, should the Board determine this
Committee is necessary.
In addition to providing for the proposed increases, the proposed
change to the fee pool, if approved, will also provide $25,000 of
headroom in order to allow for the Board to approve payments
to directors for assuming additional responsibilities above and
beyond the normal duties of either the Board or any standard
Committee. These payments will only be approved in the event
of commitments such as significant strategic work or projects.
The actual allocation of directors’ fees in each financial year is
and will be reported in the Company’s Annual Report.
The Board is committed to setting director fees in a
transparent manner. Accordingly, it engaged EY to complete
an Independent Report to compare the Company’s directors’
fees with comparator companies. A copy of EY’s report is available
at https://oceaniahealthcare.co.nz/investor-centre/news.
The directors recommend that shareholders vote to approve this
resolution. Non-executive directors and their Associated Persons
(as that term is defined in the NZX Listing Rules) are prohibited
from casting their own shareholding votes or discretionary proxy
votes on this resolution at the Annual Meeting, and any such votes
will be disregarded by the Company.
Auditor’s Remuneration
Ordinary Resolution 4: Auditor’s Remuneration
The current auditor of the Company, PricewaterhouseCoopers,
will automatically be 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.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
25 May 2022

oceaniahealthcare.co.nz
North Stand
Car Park P1
TRAINS
Car Park P2
Car Park P5
REIMERS AVENUE
SANDRINGHAM ROAD
CRICKET AVENUE
WALTERS ROAD
BUSES
Car Park P2
South Stand
West Stand
East Stand
A
BC
D
E
F
G
H
Eden
Park
Venue Instructions
Venue:
South Stand Lounge, Level Four, Eden Park, Reimers Avenue, Kingsland, Auckland
Directions:
• Free parking is available in P5 off Reimers Ave (map above)
• Security will assist with directing you to the nearest available car parking spaces
• Enter Eden Park via Gate G
• Take the lift to Level 4
• Enter the South Level 4 Lounge

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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 Company is not permitted to hold a physical meeting due to
COVID-19 restrictions on gatherings in Auckland on the date of the Annual Meeting,
the meeting will proceed 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 the Annual Meeting either in
person or online at https://meetnow.global/nz. Alternatively shareholders may
appoint a proxy to attend on their behalf. If a representative of a corporate
shareholder or proxy is to attend the meeting you will need to provide the
appropriate notice of appointment to Computershare no later than 2.00pm on
Tuesday, 21 June 2022.
Voting Restrictions
In accordance with the NZX Listing Rules, each non-executive director and all
Associated Persons of each such director (as that term is defined in the NZX
Listing Rules) is disqualified from casting a vote in favour of resolution 3, other
than where the vote is cast by a non-executive director or an Associated Person
of a director as proxy for a person who is entitled to vote, in accordance with the
express directions on the proxy form to vote for or against the resolution. Any
votes otherwise cast on resolution 3 by a non-executive director or an Associated
Person of a director will be disregarded by the Company.
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 21 June 2022
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 and online at https://meetnow.global/nz on
Thursday 23 June 2022 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 Rob Hamilton be elected as a director of the Company.
Item 2
That Peter Dufaur be elected as a director of the Company.
Item 3
That the non-executive directors’ fee pool be increased by $133,500 from $762,500 to $896,000 per annum (plus GST,
if any) with effect from 1 April 2022, to be divided among the non-executive directors as they consider appropriate.
Item 4
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 and online at https://meetnow.global/nz on
Thursday 23 June 2022 commencing at 2.00pm.
ATTENDANCE SLIP

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Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.