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 1,430,150 Share Rights have been issued in this grant.

OCA now has 2,907,136 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 1,430,150
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security Nil
Nature of the payment (for example, cash or other
consideration)
Share Rights are issued for nil
consideration
Share Rights have a $0 exercise
price
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 $0 exercise
price.
Performance Hurdles
The Share Rights in each grant are
subject to one of the following two
performance hurdles.
The 2020, 2021 and 2022 Share
Rights are subject to a Total
Shareholder Return performance
hurdle.
The 2020 and 2021 Share Rights are
subject to two performance hurdles –
a Total Shareholder Return
performance hurdle and an Earnings
performance hurdle.
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 25th percentile of the NZX50
Group (or, for 2020 and 2021 Share
Rights, the 35
th
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
(applicable to 2020 and 2021 Share
Rights only), 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.

Capital Change Notice


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.
2,907,136 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 3 November
2022 and Listing Rule 4.6.1.
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 18/11/2022
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 9 361 0350

Contact email address
anna.thorburn@oceaniahealthcare.co.nz

Date of release through MAP

21/11/2022

OCA – Appendix A

SHARE RIGHTS ISSUED IN THIS GRANT

Tranche Hurdle Number Commencement
Date
Measurement
Date
Vesting Date
2022TSR1 TSR 475,444 1 April 2022 31 March 2023 31 March 2025
2022TSR2 TSR 475,446 1 April 2022 31 March 2024 31 March 2025
2022TSR3 TSR 475,448 1 April 2022 31 March 2025 31 March 2025
2020TSR1 TSR 635* 15 September
2020
31 March 2021 31 March 2023
2020TSR2 TSR 635* 15 September
2020
31 March 2022 31 March 2023
2020TSR3 TSR 636 15 September
2020
31 March 2023 31 March 2023
2020UEPS1 UEPS 635* 1 April 2020 31 March 2021 31 March 2023
2020UEPS2 UEPS 635* 1 April 2021 31 March 2022 31 March 2023
2020UEPS3 UEPS 636 1 April 2022 31 March 2023 31 March 2023

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

Note: The 2020 Share Rights detailed above have been issued to the OCA CEO to reflect an additional
entitlement for FY21 under his employment agreement.

SHARE RIGHTS ON ISSUE FROM EARLIER GRANTS

Tranche Hurdle Number Commencement
Date
Measurement
Date
Vesting Date
2021TSR2 TSR 156,250 1 April 2021 31 March 2023 31 March 2024
2021TSR3 TSR 156,250 1 April 2021 31 March 2024 31 March 2024
2021UEPS1 UEPS 156,250* 1 April 2021 31 March 2022 31 March 2024
2021UEPS2 UEPS 156,250 1 April 2022 31 March 2023 31 March 2024
2021UEPS3 UEPS 156,250 1 April 2023 31 March 2024 31 March 2024
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

Capital Change Notice


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.