Annual Shareholders Meeting

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AGENDA

1. Chairman and CEO Presentations

2. Shareholder Discussion

3. Resolutions

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

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.
Resolution 2: That Andrew Mitchell, who was appointed as a
Director by the Board during the year, be elected as a Director
of the Company.
Resolution 3: That Tom Brankin, who retires by rotation and is
eligible for re-election, be re-elected as a Director of the
Company.
Further information relating to the Resolutions 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.
By Order of the Board of Directors
Stephen Underwood
Chairman
4 August 2022


Notice is hereby given that the
2022 Annual Shareholders’
Meeting of Promisia Healthcare
Limited will be held as follows:
Date: Friday, 19 August 2022
commencing at 10am.
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
10am on Wednesday, 17 August
2022


The Board remains very conscious of
managing costs for shareholders.
Therefore, the Meeting will be an in-
person only event, unless there are
any COVID-19 or other related
restrictions in which case the
company may, at its discretion, elect
to hold the Annual Shareholders’
Meeting as an online-only meeting.
The company will provide
shareholders with as much notice as
is reasonably practicable by way of
an announcement to the NZX.

NOTICE OF 2022 ANNUAL
SHAREHOLDERS’ MEETING

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. All resolutions are Ordinary
Resolutions and require 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
The Companies Act 1993 requires Promisia to appoint an auditor and provides that the fees and expenses of an
auditor appointed at an Annual Meeting can be fixed in the manner determined at that meeting. Section 207S of the
Companies Act 1993 provides that the remuneration of the auditor is to be fixed in such a manner as Promisia
determines at the meeting. The Board proposes that, consistent with commercial practice, the auditor’s remuneration
should be fixed by the Directors.
The resolution authorises the Board to fix the remuneration of William Buck Audit (NZ) Limited as the Company’s
auditor.
ELECTION AND RE-ELECTION OF DIRECTORS
The Listing Rules provide that a Director must not hold office (without re-election) past the third annual meeting
after his or her appointment or re-election, or for three years, whichever is longer. Accordingly, Tom Brankin and
Stephen Underwood are due to retire by rotation. Tom Brankin, being eligible, has offered himself for re-election.
After having served as a Director for over 17 years, Stephen Underwood has elected not to stand for re-election and
will retire as a Director at the conclusion of the Annual Meeting. The Board expresses its thanks to Stephen for the
immense contribution he has made to Promisia and looks forward to recognising his contribution with shareholders.
The Board is in the final stages of appointing a new independent Director and such appointment will take effect at
the conclusion of the Annual Meeting. Promisia will announce details of this appointment through NZX when the
appointment is finalised.
The Listing Rules require that any person who is appointed as a Director by the Board shall retire from office at the
next Annual Shareholders’ Meeting but shall be eligible for election at that meeting. Andrew Mitchell was appointed
to the Board during the year and accordingly is standing for election by shareholders.
Resolution 2: Election of Andrew Mitchell as a Director
Appointed: 23 December 2021
Board Role: Non-independent Executive Director. Member of the Audit and Risk Management Committee.
Andrew has worked in the UK, New Zealand and Australian property markets for over 20 years, including 13 years as
a senior executive and Chief Development Officer for Ryman Healthcare. As an executive director, Andrew provides
business development services to Promisia, and has also invested in Promisia, with a 7% shareholding.
Resolution 3: Re-election of Tom Brankin as a Director
Appointed: 7 May 2013
Board Role: Non-independent Executive Director.
Tom has been involved in building and operating aged care facilities and retirement villages for the last 30 years.
Tom was the original owner of three of Promisia’s aged care facilities before their acquisition by Promisia in 2020,
and was instrumental in creating the strong relationships and reputation with the local communities they serve. He
is currently the majority shareholder and an executive director of Promisia. His other interests include commercial
and residential property and farm management software.

IMPORTANT INFORMATION
VOTING
The only persons entitled to vote at the Annual Meeting are registered shareholders (or their proxies or representatives)
as at 10am on Wednesday, 17 August 2022. 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 resolutions.
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 10am on Wednesday, 17 August 2022. 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
registry, 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.
ANNUAL MEETING PRESENTATIONS AND FY22 ANNUAL REPORT
The Meeting presentations and voting results will be released to the NZX and published on the Company’s 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’s 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 Friday 19 August 2022, commencing at 10am.
In the event of COVID-19 or other related restrictions, 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 10am, on Wednesday, 17 August 2022.
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 10am on Friday 19 August 2022
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 resolutions:

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.
   
2.
That Andrew Mitchell, who was appointed as a Director by the Board during the
year, be elected as a Director of the Company.
   
3.
That Tom Brankin, who retires by rotation and is eligible for re-election, be re-
elected as a Director of the Company.
   



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 10am, Wednesday 17 August 2022. 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: