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Annual Report

Annual Report23 May 2023OCAHealthcare

Better
connection.

ANNUAL REPORT 2023

We know the value of connection — connection
to people, places, interests and treasured

possessions — we understand its importance

in the lives of our residents.

Our focus at Oceania is to ensure that our

residents retain connection to what matters

to them, continuing to lead lives filled with

purpose. We create homes in the heart of

communities, and design spaces and services

that enhance social relationships, both within

our villages and the local neighbourhood.

We forge valuable connections with our

providers and keep pace with the wider world,

bringing in ideas to innovate and improve.

Every life is rich with connection, and it is

our privilege to honour that.

Letter from the Chair04
Trading highlights07

At a glance08

Letter from the CEO09

Weather event recovery13

How we create value17

Sustainability18

Customer led design and service26

Board of Directors28

Couple’s care suite32

Three year summary33

Consolidated financial statements34

Corporate Governance73

Contents.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS3

LETTER FROM THE CHAIR
Oceania has capitalised on

premium care earnings when

margins on traditional care

beds are difficult to achieve.

As at 31 March 2023, 37% of

Oceania’s total care beds are

care suites, licensed to residents

under an occupation right

agreement model. Care suites

deliver additional capital and

DMF to the business and improve

free cash flow growth as DMF for

care suites is realised faster than

DMF for villas and apartments.

Care suite DMF has grown from

$7.0m in FY2020 to $14.9m in

FY2023 and this will continue to

grow as the pipeline of care suite

developments is completed.

In providing premium care

services to our residents,

Oceania continues to have a

relatively high ratio of nurses to

residents. This level of investment

is required in order to provide

the highest standard of resident

experience and deliver the level

of care expected by our current,

and future, residents.

Oceania has once again demonstrated its resilience

and strength, delivering a solid financial performance

in a challenging economic environment with a slowing

residential property market, labour shortages and

severe weather events.

Financial Performance

Unaudited Underlying EBITDA

of $80.0m for the year ended 31

March 2023 was 5% higher than

the prior corresponding period

of $76.2m. This was largely as a

result of the continued maturity of

our portfolio supporting increased

deferred management fee (DMF)

and resale gains. Total capital

gains for the year ended 31 March

2023 of $59.4m increased $3.1m,

or 5%, from capital gains in

the prior corresponding period

of $56.3m.

Oceania’s total assets increased

to $2.5b as at 31 March 2023,

compared with $2.2b as at 31

March 2022. This increase is

largely due to the continued

development across 11 sites

during the period, as well

as the developments at The

Helier (Auckland), Lady Allum

(Auckland) and The Bellevue

(Christchurch) being valued as

complete, partially offset by

broadly unfavourable changes

in valuation assumptions which

are reflective of market conditions

over the last year.

For the year ended 31 March

2023, operating cashflow was

$70.2m, compared to $105.5m for

the year ended 31 March 2022.

This reflects a lower number of

new sales in the current year and

an investment in future growth

through the buy back of some

units at development sites.

As at 31 March 2023, Oceania

had current drawn down

debt and bonds of $557.8m,

$7.4m of cash and $174.6m of

undrawn net debt headroom.

Care

Oceania has long been regarded

as the leader in the provision

of high quality residential care

services to older New Zealanders.

Oceania has a higher weighting

of care beds relative to its peers,

and was the pioneer of care suites,

as a premium model of care, back

in 2008. Oceania has invested

heavily in the care suite model

to reduce reliance on Government

funding and maintain attractive

returns on capital. Since the

inception of its care suite product,

Positioning

for future growth.

I am pleased to present our Annual Report

for the year ended 31 March 2023.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS4LETTER FROM THE CHAIR

Looking ahead, Oceania is further
investing in premium models of

care, with its first fully privately

funded care centre opening at

The Helier (Auckland) in FY2024,

providing further premium

revenue growth in the business.

In addition to exiting our

arrangement with Airedale

Property Trust in respect of

Everil Orr, we have entered into

an agreement to sell two of our

smaller Auckland care sites

to another existing aged care

operator. These divestments will

enable cash to be released for

reinvestment with higher returns.

Village

With the significant headwinds

facing the construction sector

over the last year, Oceania has

been introducing measures

to maintain the delivery of a

strong development and sales

pipeline. Oceania is focused on

its cash recovery profile and

the development of independent

living villa products as the

backbone of the next phase of

Oceania’s development projects

will assist this. This is because

villa developments deliver faster

recycling of cash than apartment

or care suite developments, as

well as providing greater flexibility

for staging and settlement

of product. Oceania has key

development sites in the near

term development pipeline that

are exclusively villa product to

allow for staging and presales,

compared to the more complex

and capital intensive apartment

and care developments.

As part of the execution

of Oceania’s greenfield

development strategy, there

will be a reweighting towards the

construction of independent living

villas, rather than apartments or

care suites. As at 31 March 2023,

Oceania’s independent living unit

portfolio comprises 53% villas

and 47% apartments, with most

of these apartments having

been completed in the last four

years. As we come to the end of

our existing site developments,

we will be looking to acquire

land which would be suitable

for villa product to extend our

pipeline. This in turn will result in

a higher portion of villa products

in our portfolio.

Strategic Capital Management

Oceania’s capital structure and

capital management remain a

key area of focus for Directors.

While capital management

has always been a focus for

Oceania, with significant capital

markets experience at both the

Board and management level,

this is becoming increasingly

important in the current economic

environment. Rising interest rates

and economic uncertainty are

seeing a greater focus on cash

generation and balance sheet

management for Oceania, as

well as the sector as a whole.

Oceania has a proven record

of cash generation from its

existing site developments and,

going forward, remains focused

on consistently achieving

positive outcomes in recycling

cash. Oceania’s current pipeline

includes a significant number of

developments at existing sites

which do not require the holding

cost of land banking. Oceania

recognizes that an optimal cash

recovery profile will be a key

driver of value and growth as

development margins come under

pressure in future periods and as

we move to extend the pipeline.

Although current challenges in

the residential property market

are seeing the average number

of days to sell independent living

units increase, there remains a

strong demand from the market

for high quality and bespoke

product. We continue to see

high levels of enquiry for both

our independent living units and

care suites across the country.

Furthermore, settlements of

independent living units continue

to be achieved, albeit a couple

of months later than we were

observing a couple of years ago.

Over 28% of Oceania’s

independent living villas and

apartments and care suites

have been developed since 2016.

We have seen the rewards from

our first flagship developments

at Meadowbank and The Sands,

with net development cash on

cash return from first time sales

and resales, particularly with our

care suite product. Once a site

becomes fully mature, the site

generates not only a significant

increase in resale gains, but also

realised DMF and increases in

weekly village fees.

With a relatively new portfolio,

Oceania’s operating costs and

maintenance capital expenditure

are well controlled. Having said

that, it is important to ensure

that repairs and maintenance

are funded in order to maintain

an appropriate level of condition

and refurbishment of the portfolio.

Oceania has a proven track record of cash

generation for its existing site developments

and remains focused on consistently achieving

positive outcomes in recycling cash.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS5LETTER FROM THE CHAIR

As part of its capital management
programme, Oceania continues to

review its current portfolio of sites

in order to ensure optimal capital

allocation and the recycling of

cash within the business, with

an emphasis on considering the

future of sites that no longer fit

Oceania’s strategy. Oceania has

entered into an agreement to sell

two of its Auckland care sites to a

smaller operator. This agreement

is conditional on the purchaser

obtaining the consent of the

Ministry of Health and Te Whatu

Ora to the transfer and the sale

is expected to settle by August

2023. In the meantime, Oceania

will be working with the purchaser

to ensure a well-managed

transition period for both staff

and residents of these sites.

Dividend Policy and Dividend

Directors have declared a final

dividend of 1.3 per share, taking

full year dividends (non-imputed)

to 3.2 cents per share, which

represents 39% of Underlying

Net Profit After Tax. The Directors

have approved a change in the

dividend policy to the pay out

ratio, now being from 30% to

50% of Underlying Net Profit

After Tax, in order to provide

investment in growth.

A dividend reinvestment plan for

our New Zealand and Australian

shareholders will apply to this

dividend, which is payable on

21 June 2023. This provides a cost

effective and convenient way for

our shareholders to increase their

investment in Oceania without

any brokerage fees, by reinvesting

all or part of any dividend paid on

their shares in additional Oceania

shares instead of receiving that

distribution in cash.

Sustainability

Oceania has made tangible

progress over the last year in

progressing its sustainability

ambitions. Over the last year,

Oceania has committed to the

Science Based Target initiative

and is currently working

towards the implementation

of the Climate-Related Financial

Disclosures regime and climate

risk disclosures.

Oceania has also prepared

its updated Sustainability

Framework, set out on pages 18

to 25 of this report, following an

extensive process gaining insights

from a wide range of stakeholders,

including our people. This

framework will guide Oceania’s

sustainability journey, resetting

our sustainability aspirations

and enabling the preparation

of a clear programme of work

to embed sustainability into

everything we do.

As part of its commitment to

sustainability, the Board has

also established a dedicated

Sustainability Committee.

The Committee (comprising Rob

Hamilton (Chair), Sally Evans and

me) is responsible for assisting the

Board in providing leadership and

policy for sustainability initiatives,

reviewing progress towards

achieving sustainability targets,

overseeing the implementation of

Oceania’s sustainability strategy

and reviewing progress towards

identifying and addressing

climate-related issues.

Governance

During the year, Directors

have continued to meet with

residents at many of our sites

around the country. It is great

to meet our people onsite and

observe the culture and day

to day operations. We always

enjoy the opportunity to meet

with our residents and receive

their feedback which is then

incorporated into our continuous

improvement processes.

I would also like to thank

Directors for their dedication,

commitment and wisdom and

support that they have provided

to the executive team during

these challenging times.

Looking ahead

Oceania will continue to

focus on its care and village

strategy to improve resident

experience, capital management,

sustainability and position itself

for future growth.

On behalf of the Board, I would

like to thank our people for their

enthusiasm, resilience and

dedication throughout the year.

Yours sincerely

Elizabeth Coutts

Chair

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS6LETTER FROM THE CHAIR

TRADING HIGHLIGHTS — 31 March 2023
Aligned for

better outcomes.

Financial

31 March 2023

Operational

31 March 2023

Developments

31 March 2023

Total assets

As at 31 March 2023

$

2.5bn

higher than 31 March 2022

total assets of $2.2bn

15.8%5%

Units and care suites under construction

as at 31 March 2023

Units and care suites completed

in FY2023

Units and care suites expected

to be completed in FY2024

409233200-250246

• The Helier Stage 2

(St Heliers, Auckland)

• Redwood (Blenheim)

• The Bellevue Stage 2

(Christchurch)

• Elmwood Stage 1

(Manurewa, Auckland)

• The BayView Stage 3

(Tauranga)

• Awatere Stage 3

(Hamilton)

• Stoke (Nelson)

• Waterford Stage 1

(Hobsonville, Auckland)

• Lady Allum Stage 1

(Milford, Auckland)

• Woodlands (Motueka)

• The Helier Stage 1

(St Heliers, Auckland)

• St Johns Wood (Taupō)

• Stoke (Nelson)

• Franklin (Pukekohe)

Underlying Earnings Before Interest,

Tax, Depreciation and Amortisation

31 March 2023

Resource consents secured during

FY2023 for units and care suites

$

80.0m

ahead of 31 March 2022 proforma underlying

earnings before interest, tax, depreciation and

amortisation of $76.2m

Reported Total

Comprehensive Income

31 March 2023

$

34.5m

compared to 31 March 2022 reported

total comprehensive income of $114.4m

Operating Cash Flow

31 March 2023

$

70.2m

compared to 31 March 2022 reported

operating cash flow of $105.5m

Resale unitsResale care suites

98182

Total sales

408

Lower than total sales for the period

to 31 March 2022 of 4509.3%

74

54

New care suites

New units

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS7TRADING HIGHLIGHTS

AT A GLANCE
21

Existing sites with

current and planned

developments

In our quest to reimagine the aged care and

retirement living experience we constantly

challenge ourselves to deliver better.

27

Existing sites with

mature operations

As at 31 March 2023

Staff

~3,000

Residents

~4,000

Care beds and care suites

2,635

Units

1,820

Better

experiences.

48

Total sites

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS8AT A GLANCE

LETTER FROM THE CEO
We have been executing on

our five year strategy that we

outlined in last year’s Annual

Report, despite the challenges

that have been driven by global,

economic and climate events

that were outside of our control

over the last year. Although there

have been significant pressures

that have been placed on our

residents, staff and portfolio, we

have shown a tremendous ability

to remain agile and achieve

strong performance through

the disruption, exemplifying the

resilience of our business and our

wonderfully dedicated team.

Weather events

Oceania’s operations were

affected by the unprecedented

weather events in the North

Island in January/February 2023.

Oceania stood up its Emergency

Management Team, which met

regularly to manage Oceania’s

response to these events and

coordinate efforts to support

our residents and staff during

this time. After the worst of the

weather had passed, our focus

turned to the health, safety

and wellbeing of our residents

and staff. Our team worked

tirelessly, standing shoulder to

shoulder in supporting efforts,

providing solutions and ensuring

we delivered great outcomes for

our residents and staff during

this difficult time. The weather

events required significant team

resource reallocation with many

people across the organisation

allocated activities in providing

support to our residents as well

as working on the recovery and

restoration of our sites. The deeper

connections made with our

residents and their families and

friends, during these challenging

weather events, have reinforced

the real sense of community,

connection, respect and dignity

that comes from living at Oceania.

Our purpose is to reimagine the

retirement and aged care living experience

in New Zealand, and we constantly challenge

ourselves to deliver better.

Executing on

our strategy.

Four of our Auckland sites were

affected by flooding following

the weather event on Friday

27 January 2023. It was very

pleasing to see three of these

sites restored to full operations

in the following week. This is a

testament to the hard work of

our team on the ground who

stepped in to help support our

residents and clean up after

the flooding. There was extensive

flooding at our Lady Allum site

(Milford, Auckland) and all of

our independent living apartment

residents were relocated to

alternative accommodation while

repairs to buildings and building

services were undertaken. After

months of hard work, we are very

pleased to see nearly all of our

Lady Allum residents back in the

apartments. We acknowledge

that this has been a confronting

and emotional time for our

residents and we would like to

thank everyone involved for their

efforts in supporting our residents

at Lady Allum during this time.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSLETTER FROM THE CEO9

Oceania has five sites in the
Hawkes Bay and we were very

fortunate to only suffer from

limited surface flooding at one

of these sites, with residents

at Atawhai (Taradale, Napier)

evacuated as a precaution

under the direction of Civil

Defence when floodwaters began

to rise. Although our Hawkes Bay

sites suffered limited physical

damage, the entire environment

was severely compromised and

all of our Hawkes Bay sites were

affected by power cuts, limited

means of communication and

disruption as infrastructure and

supply chains were affected. A

number of our people in the

Hawkes Bay were also impacted

by Cyclone Gabrielle. In the

days following the cyclone, we

managed to make contact with

all of our people in the affected

areas to check they were safe and

we provided immediate financial

assistance to these staff to help

them buy day-to-day essentials

and help get them back on their

feet. We have more recently

established a fund to provide

such emotional, physical and

financial support as is required

to help those most affected.

In looking back at these weather

events and capturing the

learnings from our response,

we recognise that Oceania has

the benefit of well designed and

newer sites, with smaller resident

confusion on immigration

settings and uncompetitive

wages relative to international

markets continue to drive acute

shortages in skilled labour. We

are seeing this particularly in the

case of clinical staff. Although the

actual Government funding being

provided to address pay parity

and equity for aged residential

care nurses is significantly short

of what is required, this additional

funding may assist the sector

in the medium term and in any

event with the increased public

awareness should be an area of

focus for Government in ensuring

New Zealand remains competitive

in a global war for skilled labour.

The impacts of inflation are being

felt across Oceania’s business

operations in our key inputs and

it shows up in increased cost

pressure on wages, food, energy,

medication and development

costs. Oceania has responded

to this in its resident value

proposition, by offering certainty

on entry price for its independent

living villas and apartments and

by providing confidence on the

cost of weekly fees, so residents

do not need to worry about rising

costs such as Council rates,

insurance and maintenance

costs. Oceania is also well

placed relative to its peers as

we are a boutique provider of

services with a smaller resident

population at each village,

which allows us to dynamically

price the scarcity value of the

great environment and service

package that we offer.

Market commentators rightly

draw parallels between a cooling

residential property market and

the corresponding impact on the

retirement village sector. However,

this narrative is overly simplistic

and fails to differentiate between

residents who are making a

lifestyle choice to move into a

retirement village and those

residents who make a needs-

based decision to move into a

village or care centre. The current

residential property market

conditions are irrelevant for the

large number of residents who

make a needs-based decision to

come into an Oceania village or

care centre and we are continuing

to see high levels of demand for

our care suite product. While

Oceania has certainly seen an

increase in the average days

to sell its independent living

villas and apartments, we

have observed higher levels of

enquiry for our premium offering.

This is in part due to Oceania

offering an attractive downsizing

option for residents within

their local community, which

allows residents to crystallize

wealth that has been trapped

in a larger residential home.

In addition, Oceania provides

a trusted pathway to high

quality care through our highly

successful care suite product.

The tail of COVID-19 is continuing

to impact the construction sector

and while projects are being

delivered, they are taking longer

to complete as contractors are

finding it challenging to have a

full complement of teams working

on site.

Strategic Pillars

Oceania has developed four

foundational strategic pillars

in order to meet its ambition to

create sustainable retirement

and aged care living experiences

for today, and for our people of

tomorrow. These pillars are Offer,

Resident Experience, People

Capability and Growth.

populations to look after. Like

many of our peers, Oceania had

already invested in resilience

measures to mitigate the risks

associated with these type of

events. These natural events once

again highlighted the value that

retirement and aged care living

provides for our residents.

Market conditions

In addition to the challenges

presented by the weather

events, the New Zealand

economy has also come under

pressure in the last year from

labour shortages, increasing

inflation and a falling residential

property market. Oceania has

adapted and evolved to respond

to many of these challenges,

while also looking ahead to the

opportunities that have emerged

from this challenging and

changing environment.

In order to overcome

difficult market

conditions, Oceania

is maintaining its focus

on quality, managing

its balance sheet and

maintaining maximum

optionality within

its business.

Oceania has undoubtedly been

adversely affected by ongoing

labour shortages. Closed borders,

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSLETTER FROM THE CEO10

Offer
A cornerstone of Oceania’s

business is its Offer – the design,

development, build and sale

of perfect properties for our

residents of the future. Amidst

challenging construction market

conditions, we have taken a

more targeted approach to

development execution. This

has led to the premiumisation

of Oceania’s built form and

a bespoke “right product,

right place” approach when

undertaking new developments.

Oceania contracts out

its construction to a small

number of trusted high quality

and capable construction

partners. This has served us well

and has allowed us to focus our

attention on the replenishment

of the development pipeline.

This approach has also allowed

us to take a disciplined approach

to our design and development

activities, which in turn protects

development margins.

Over the last 18 months, we

have been re-evaluating our

development pipeline to take a

more targeted approach to our

development activities. In the

past, Oceania was exclusively

a developer of brownfield sites.

This caused a volatility in earnings

as well as additional complexities

and costs with the construction,

as we needed to work around

existing residents and operations.

As we foreshadowed in last

year’s Annual Report, we are

coming to the end of this type

of development and are now

accenting to the development

of greenfield sites.

Oceania has sites

around New Zealand and has

intentionally designed smaller

boutique villages. Most of

our villages have a resident

population of well below 200

and we have built recent new

developments on less than one

hectare of land. These smaller

developments enable us to

recycle cash more efficiently than

from other larger developments.

In the year ended 31 March

2023, Oceania completed 66

independent living units and

167 care suites across five sites

in Auckland, Taupo, Nelson

and Motueka.

As at 31 March 2023, Oceania

had 409 units under construction

on eight sites in Auckland,

Tauranga, Hamilton, Nelson,

Blenheim and Christchurch.

Despite the headwinds facing

the construction sector, which

have resulted in slight delays

to two of our projects that

were originally anticipated to

be delivered in FY2023, we

are making good progress

on these developments. We

expect to complete Stage Two

of The Helier (Auckland) which

comprises 17 apartments and

32 care suites by the end of

2023, 46 apartments at The

Bellevue (Christchurch) in July

2023, 55 care suites at Redwood

(Blenheim) in August 2023 and

28 apartments at The BayView

(Tauranga) in November 2023.

In addition to this we are forecast

to complete the development of

our 106 care suite development

at Elmwood (Auckland) at the

end of FY2024.

When Oceania acquired

Bream Bay Village in July 2022,

we also entered into an option

agreement to acquire 6.7 hectares

of greenfield development land

adjacent to the village. The option

agreement may be exercised

once a plan change that is

currently before the Whangarei

District Council has become

operative. Once this land has

been acquired by Oceania,

we will look to start building

villas in a staged development.

Resident Experience

While Oceania has been

on a quest to modernise

and premiumise its physical

building, landscapes and assets,

we recognise that this alone will

not deliver the required outcomes

if our service offering has not

been tailored to match the

physical build.

Oceania is therefore reimagining

retirement living through its

service offering, focusing on

resident health and wellbeing,

recreation and convenience.

We were delighted to receive

a Highly Commended award in

the Readers Digest Trusted Brand

Awards this year, recognising

that Oceania’s vision to Believe

in Better is resonating well

with consumers.

Oceania is well known for

pioneering its innovative care

suite product to reduce reliance

on Government funding and to

maintain attractive returns on

capital. The care suite model is

now well accepted by the market.

We are continuing to see high

levels of demand for our care

suites, with 256 care suites sold

in the year ended 31 March 2023

(up from 240 in the year ended

31 March 2022). Moving on

beyond the concept of care suites,

Oceania is continuing to innovate

in this space, with its first fully

privately funded care offering.

This will provide residents with

bespoke, personalised care while

maintaining utmost comfort and

enjoyment. Our residents will have

the opportunity to decide the level

of care services that match their

needs and circumstances, without

the restrictions imposed by the

aged related residential care

contract. We are excited by this

new opportunity and are looking

forward to welcoming our first

privately funded care residents

into The Helier later in the year.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSLETTER FROM THE CEO11

People Capability
Oceania is, and has always

been, a people business. We

have approximately 3,000 staff

delivering outstanding resident

experience and service to our

4,000 residents every single day.

Given the challenging labour

market, Oceania is focused on

becoming an employer of choice

and on developing a “Believe

in Better” culture for its people.

Over the last year, we have been

refining our employee value

proposition. It was great to see

75% of new staff participate in

our Employee Share Scheme

offer again in September 2022,

as well as the vesting of shares

in September 2022 for those

employees who joined the

first scheme in 2019.

We have recently completed

our annual employee

engagement survey and it was

great to see not only a much

higher level of participation but

also an increased employer NPS

score across the board. The

survey showed that, despite

the challenges presenting

the sector, there is improved

employee sentiment overall.

We are reviewing the feedback

that we received from the

survey and are looking into

how we can provide other

financial and non-financial

benefits to our people in order

to appropriately reward and

recognise them.

Oceania is also committed

to growing the capability of

its people. There has been

a noticeable shift in the

professionalisation of its

people over the last year.

We are developing our learning

and development programmes

across all teams and continue

to invest and grow our people.

An example of this is Oceania’s

Wesley Institute of Nursing

Education. This provides both

a Competency Assessment

Programme for internationally

qualified nurses to gain

registration as a registered nurse

in New Zealand, as well as a

Return to Nursing Programme

for New Zealand nurses wanting

to return to the workforce after

a period of absence. We have

seen a significant increase in

class sizes in recent intakes and

it is great to be able to support

the sector in developing career

pathways for these individuals.

Growth

Oceania’s fourth strategic pillar

is to deliver outstanding financial

performance and sustainable

growth. Oceania is a disciplined,

prudent investor of its capital and

we are taking a long term lens

with respect to creating value.

Despite the current head winds

facing the sector, we continue

to see a good level of enquiry

for sales across our 48 sites. The

sector continues to be supported

by a growing population of older

New Zealanders who are seeking

improved security, lifestyle and

health outcomes while remaining

part of their local community.

Furthermore, we are continuing

to observe strong development

margins and resale capital gains

from sales of our independent

living villas and apartments

and care suites.

Oceania is well underway in

the execution of its strategy of

delivering quality, sustainable

and well curated environments.

Oceania’s properties have

substance, purpose and create

wonderful community and

connection for our residents. This

coupled with an increased offer of

tailored services, for our growing

resident population, support our

growth ambitions ahead.

The Helier

Our premier development,

The Helier, in St Heliers (Auckland)

is an example of how the four

strategic pillars have come

together to create something

that is really special. The Helier

is reimagining the future of later

life and will give our residents

the opportunity to live in a

way that has not been seen

before in New Zealand. The

independent living apartments

boast bespoke details and are

fitted out with quality materials

and finishes. However, the

amenities and services are what

set The Helier apart from other

retirement villages, with a range

of dining, wellbeing and health

wellbeing opportunities. Through

the delivery of these first class

services and facilities, The Helier

allows its residents to maintain

the luxurious and independent

lifestyles they are accustomed

to and value so highly, in a

community that they love.

We are seeing strong levels

of enquiry from prospective

residents who are looking to move

into The Helier later in the year.

Looking ahead

This year has been an

important year for Oceania

as we demonstrate the

advancement and successful

execution of our strategy.

Oceania continues to position

itself well as the provider of

critical infrastructure and

essential services for older

New Zealanders.

Our team have continued

their absolute dedication

to delivering the very best

of services, particularly

with the observed weather

events and more challenging

macro-economic environment.

We welcome our new residents,

alongside our wonderful existing

residents. We have enjoyed

your company, your stories,

connections and daily life at

Oceania and look forward to

another rewarding year of growth.

Brent Pattison

Chief Executive Officer


Oceania is focused on becoming an employer

of choice and on developing a “Believe in Better”

culture for its people.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSLETTER FROM THE CEO12

This is an uplifting story about
the power of kindness, how

a community facing disaster

looked to each other for help.

No one could foresee the damage

Cyclone Gabrielle would inflict.

Knowing it was coming was one

thing, knowing how the day

would unfold was a mystery

that developed by the hour.

Mark Renwick, our Atawhai

Village Manager, exudes a

gentle confidence and quiet

resolve. He spent a restless night

listening to the rain pound on

It was supposed to be a Valentine’s Day

celebration – a shared meal, a few winks

and a laugh, a smile or two shared but

556mm of rain overnight put a dampener on

that. February 14th, 2023 was a day like no

other at Atawhai Village, a tale of a dark day

that was illuminated by human warmth and

compassion. This is how it played out.

his roof, the phone at his bedside,

ready to respond if there was an

emergency at the home. But that

night passed peacefully, however,

he still had a gnawing doubt

about the day ahead.

He made sure he arrived at the

village early the next morning

and did a quick tour of the

property with the maintenance

man, Gavin. Everything looked

good. They were a bit short-

staffed and there were a few

puddles, but apart from that,

there was no apparent damage.

All for one,

one for all.

They thought they’d dodged a

bullet. What they didn’t know

was that about a quarter of

Napier’s annual rainfall had

just fallen on the surrounding

hills overnight. All that water

was funnelling down the

valley, picking up steam and

debris, and one by one at least

six bridges would be swept

aside. And as each bridge and

riverbank collapsed a surge of

water rushed toward them.

At nine o’clock in the morning,

Mark heard a rumour that

the nearby river Tutaekuri had

breached its banks. He jumped

in his car and drove down

toward the river and found a

lone policewoman. He asked if

the river had breached but she

did not know. All communications

and power in the area had

suddenly gone down at 8.00 am.

He told her, “I am from Atawhai

with 130 residents,”

She replied, “Just be ready

to evacuate.”

Atawhai Village Manager, Mark Renwick, with resident Phyllis

WEATHER EVENT RECOVERY

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS13WEATHER EVENT RECOVERY

There was an emergency plan in
place, but the plan was designed

for flooding from the sky, but

this was flooding from the river.

The official evacuation point was

at the front of the property.

“If we’d followed the laid out plan,

the residents would be up to their

waists in water.”

At this point, things could have

gone badly wrong. It was at

this moment when everyone

at Atawhai, residents and team

members showed what their

community meant to them.

There was no hesitation, everyone

wanted to help. That day, only

twenty out of thirty-five staff had

been able to get into work and

many of them were not able to

do their jobs because the power

was out. They also had their

own homes and families to worry

about but their first thought was

to look after the residents of

A number of village residents took

responsibility to organise their

fellow residents from the village

so they could self-evacuate with

their cars. Everyone knew what

to do and where to go.

Phyllis Jane, a six year resident

of Atawhai summed it up,

“Everything just seemed to go

so well, we were informed what

we needed to do and it just fell

into place. We just all supported

each other.”

Within a few hours, all 130

residents had been safely

relocated to an emergency

evacuation centre at a local

intermediate school. Although

safe, it was still not an ideal

situation for the residents.

Atawhai. And when Mark asked for

volunteers, there were no qualms.

Everyone rolled into action.

The water was creeping ever

closer, so the first step was to

evacuate the residents from

the care centre to the main hall.

Many of them were bedridden

and with no power their beds

were frozen in whatever position

they were in when the power went

out, so they had to be moved.

Mark’s flight to the riverbank had

brought Atawhai to the attention

of the emergency services but

they were stretched all over the

Napier area. They were told they

would have to evacuate. Gina,

the laundry supervisor, had a

brainwave. They would use the

laundry truck to move bed-bound

residents. It had a powered

tailgate, so for the next five hours,

they moved beds into the truck

and ferried them to safety.

Oceania laundry team, Kirsty and Kim

Evacuating care centre residents

Everything just seemed

to go so well, we were

informed what we

needed to do and it just

fell into place. We just all

supported each other.

Phyllis – village resident

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS14WEATHER EVENT RECOVERY

All they’d been able to take with
them were their emergency bags.

Keith is a resident of the care

centre, he’d made sure his wife

was safe and was able to grab his

treasured walking stick he’s had

since his fortieth birthday (given

to him by a young employee and

with the words “happy birthday

you old stick” engraved on it)

but very little else. “There was no

panic whatsoever. I thought the

organisation was excellent. The

worst part of the day from my

point of view was I spent about

two hours sitting on a school chair.

The most uncomfortable thing

I ever sat on in my life.”

Everyone was back home but

the hard work was just beginning.

The pragmatism of staff and

residents would set the tone.

Two residents, Helen and Val,

wheeled out their barbecue and

set up a meal station in the village

hall. Two barbecues that would

feed fifty people, two meals a

day for a week.

Val remembers, “The first day I

had mince and macaroni. I took

them all out and we warmed

them up. Someone else had some

bread and someone else brought

some sausages. There was no

power so everything in the fridges

would go off, so people offered

up their food to the group.”

The kitchen staff from the home

were fully aware of everyone’s

plight. They had thought they

were going to make a Valentine's

meal in the dining hall that day,

but instead, they collected all

the food and took it down to

the Evacuation Centres, so the

residents and staff were fed and

sustained with teas and coffees.

It wasn’t ideal but it was a start.

What struck Mark was that

everything the residents needed

was back at Atawhai. There were

no beds or no facilities for older

people. Later that day, the water

started to recede and with it,

Mark’s reservations. After a few

consultations, the decision was

made to take everyone back to

Atawhai. There was no power or

lighting but it was their home.

It turned into a very long day.

The water had receded but left

a thick layer of slippery silt

around the property. Six villas

were totally flooded, and water

had risen to within an inch of

the care centre's front step.

Keith’s treasured walking stick

Deborah Dillon, the Business

and Care Manager had been

desperate to get in to help her

team the day before. She tried

every road and every bridge

but could not get through. She

was devastated and arrived two

days later expecting the worst

but found calm and order.

“There were systems in place

the kitchen was running, I was

incredibly proud. You expect

great things out of your people

but to see it delivered...it’s the

team...incredibly proud.”

It took a day to get a generator

up and running for the emergency

lighting and three days before

another generator arrived to

help power the kitchens.

Regional Facilities Manager, Clark, with residents Phyllis and ValGuest Services Manager, Mata, and resident Helen

You expect great things out of your people

but to see it delivered...it’s the team...

incredibly proud.

Deborah – Business and Care Manager

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS15WEATHER EVENT RECOVERY

The clean-up was a whole other
story. Everyone came out to help

shovel the silt out of the way to

make safe passageways. They

just rolled up their sleeves and

got on with it. Residents came

out to help. Staff came in with

family members to help. Atawhai's

loyal local plumber brought his

family with shovels. Everyone

went above and beyond because

they cared deeply.

Oceania fosters a sense of

connection and commitment

to fulfilling the needs of their

residents and the people of

Atawhai exemplify that. What

was high on Mark Renwick’s

priorities after things had settled

down? Finding out what could

they have done better. What

could they learn from that day

from feedback sessions with

the residents?

You cannot minimise the

destruction that Cyclone

Gabrielle left in its wake. Many

people, including residents and

staff at Atawhai lost everything,

their homes, possessions and

precious memories that those

possessions captured. But this

is a story of hope and humanity,

about people who came together

because they cared for each

other. Words can’t convey how

the people at Atawhai feel for

each other, but their actions can.

Care centre residents Keith and Caroline

THE LADY WHO THOUGHT

SHE’D LOST EVERYTHING

At first glance, it looked like a disaster, but

Village manager Mark Renwick was able to

salvage some hope from a destroyed home.

“I managed to find some things in her villa

when I was cleaning through. There was a little

Highlanders doll, and she loves her rugby, I got

that and gave it to her and when she saw that,

her eyes lit up.”

KEITH’S STORY

“Our daughter lives in Knightsbridge. Her

phone was out, our phone was out, no way

of contacting her. We didn’t know whether

Knightsbridge was underwater. How do we

find out about her? I was talking to Nicky (a

carer at Atawhai). We asked her if she knew

what was happening in Knightsbridge and she

came back the next day and said ‘I went out

and talked to your daughter and she’s all fine.’

I was so thankful – she was a lovely person.”

Oceania fosters a sense

of connection and

commitment to fulfilling

the needs of their residents

and the people of Atawhai

exemplify that.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS16WEATHER EVENT RECOVERY

Our value outcomes
Residents love living

in our communities

We delight our residents with

hospitality inspired, customer

led services

We are passionate about the

wellbeing of our staff, residents

and their families

We lead the way in

how we do things

Offer

To design, develop, build and

sell premium properties for our

residents of the future

Resident Experience

To be the leader in the delivery of

resident experience in retirement

villages and aged care centres

People Capability

To build capability and develop a

culture which enables our people

to perform their life’s best work

Growth

To deliver outstanding

financial performance and

sustainable growth

Our strategic pillars

Our value drivers

Our purpose

We are creating sustainable

retirement and aged care

living experiences for today,

and for our people of tomorrow.

Working on

what matters.

HOW WE CREATE VALUE

Our people | Our expertise | Our villages | Our relationships | Our financial capital | Our natural capital

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS17HOW WE CREATE VALUE

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SUSTAINABILITY

Over the course of FY2023, we have

refreshed our Sustainability Framework

that underpins our strategy.

Through the implementation of Oceania’s

refreshed Sustainability Framework 2023-

2030, we will create long term value for our

stakeholders and partners whilst taking

care of the environment for generations to

come. We recognise that when our people

feel happy and valued, they provide the

best experience for our residents.

Oceania’s

Sustainability

Framework.

We are creating

sustainable retirement

and aged care living

experiences for today,

and for our people

of tomorrow

Aspiration

We use resources

sustainably to

build homes that

seamlessly integrate

with, and benefit,

the local community

Aspiration

We are an employer

of choice

Aspiration

We enable our

residents to live

a sustainable

and fulfilled life

Aspiration

We integrate

sustainability

into our thinking,

strategy and

growth initiatives

Goals

We design with

a focus on the

local environment,

community needs

and cultural values

of each location.

We minimise our

environmental

impact and support

a circular economy.

Goals

We attract, grow and

retain great people.

We provide a safe,

diverse, equitable and

inclusive workplace

that fosters our

people’s development

and capability.

Goals

We prioritise resident wellbeing

through conscious design and

exceptional services.

We actively engage with our residents,

people and local community to create

positive social and environment outcomes.

Goals

We adopt a long-term value focus

when making investment decisions

and allocating capital.

We reduce our GHG emissions in

line with our science based target

and integrate climate resilience

into our business.

Offer

Resident

Experience

People

Capability

Growth

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS18SUSTAINABILITY

Oceania is on a
sustainability journey.

Through the implementation

of our refreshed Sustainability

Framework, we will work to

enhance the positive impacts

we have as a company

and minimise or prevent

the potential negative

impacts. We will learn from

experience and adapt our

approach accordingly.

Identifying our material impacts

We have determined Oceania’s

most significant economic, social

and environmental impacts

and these have informed the

development of our refreshed

Sustainability Framework.

The process for identifying and

assessing Oceania’s material

impacts across the company’s

value chain, included 20

one-to-one interviews with

members of the Board, external

independent experts, and

stakeholder representatives,

internal workshops with Oceania’s

“future thinkers” and the executive,

conversations with residents, and

impact related sector research.

The material impacts were

then ranked according to

their significance and grouped

into themes. The prioritisation

of the material topics has

been reviewed and approved

by Oceania’s executive

and leadership.

Although these material

topics have been determined

using the impact focused

GRI standard, many of our

previous material topics are still

incorporated.

1

Resident wellbeing

and experience, as well as our

people’s wellbeing, continues

to be highly material and core

to everything we do.

Oceania takes an integrated

approach to strategy, and

we have grouped the material

topics under the company’s

four strategic pillars - Offer,

Resident Experience, People

Capability and Growth - to

inform the aspirations and goals

in our refreshed Sustainability

Framework, out to 2030. Overall,

this process has helped us to

identify our most material impacts

and prioritise our sustainability

efforts accordingly.

We undertook a review of our most material impacts,

using the latest Global Reporting Initiative (GRI)

standards that came into effect on 1 January 2023.

The updated GRI standards

required us to evaluate

our actual and potential,

positive and negative, direct

and indirect, impacts on

the environment, society

and economy, including

human rights.

Material topic Description of the material impacts

Greenhouse Gas

emissions and climate

GHG emissions from corporate, village and aged care

centre operations and embodied carbon.

Waste and

environmental impact

The impact we have on the environment including waste

going to landfill, biodiversity and ecosystems, emissions

and pollution from operations, water, and the opportunity

to support a circular economy.

Resident wellbeingResident safety and security, provision of quality care,

social connectedness as well as health equity of older

Māori and Pacific peoples and the capacity and capability

of clinical staff.

Employment practicesStaff health and wellbeing can be affected by issues such as

national workforce shortages, pay equity, health and safety

and opportunities for professional development, and diversity

and inclusion.

Community and

social wellbeing

Impacting the cultural value of land, accessibility

and affordability of aged residential care options for

older New Zealanders, supporting the public health system

by helping to free up public hospital beds and training NZ

and internationally qualified nurses.

Economic contributionThrough economic activity and job creation and adding

to housing supply.

Sustainable supply chain Environmental and social impacts of procurement choices

and supply chain practices.

Governance, ethics

and trust

Trust levels with residents and their whānau through

the provision of services to residents and ethical

business conduct.

1 Many of the FY2022 material topics have been grouped together e.g. those in the former Prosperity pillar would fit under governance

and ethics. Others, such as competitive behaviour, are no longer considered to be material topics under the new GRI standard

“materiality” methodology.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS19SUSTAINABILITY

Our FY2023 journey
Waste

Oceania has been measuring

its key operational waste

streams for a number of years

and looking for ways to address

waste. During FY2023, we

successfully concluded the

first phase of a trial focused on

vermicomposting for incontinence

waste management and we

intend to initiate a phase two

trial in FY2024. In collaboration

with several other retirement

village operators, we have also

conducted research with the

University of Otago's Toitū Te

Taiao Sustainability Office,

to report on international and

national best practice with

respect to reducing and dealing

with incontinence waste products.

In FY2023, we set targets, linked

to our sustainability linked loan,

to increase the diversion rate

of construction waste away

from landfill. As we continue

to grow to meet the needs of

New Zealand’s ageing population,

sustainable management of

construction waste will help

to reduce our environmental

impact. In FY2023, we exceeded

our regional diversion target,

and narrowly missed the target

for Auckland by 0.5%.

Our sustainability goals

We want our villages to deliver true

connection with communities, and

tread lightly on the environment.

Place based design

We acknowledge that every place is different and has its

own set of cultural, environmental, community and social

factors that shape its identity and character. We have an

impact on the cultural value of land and on the community.

Through conscious design choices and engagement

Oceania will seek to reinforce the identity of each place

and create a sense of belonging among the people who

live and work there. We will work to codify our approach

in respect of new developments to “design with a focus

on the local environment, community needs and cultural

values of each location”.

Minimising environmental impact and supporting

a circular economy

Through the design, build, and operation of our villages

and care centres, we have an impact on the environment

by consuming energy, water, and resources, generating

waste and pollution, all of which can affect the land,

ecosystem, and biodiversity. We are mindful of this impact

and recognise that our goal to “minimise our environmental

impact and support a circular economy” is important as

we develop more villages and care centres into the future.

Offer

Sustainable refurbishments

Following a pilot at our Eden

Village in FY2023, Oceania

has partnered with Waste

Management and All Heart

NZ to roll out sustainable

deconstruction practices across

Oceania’s portfolio, starting with

the Auckland region.

In the year ahead, Oceania

will review its sustainable

deconstruction options in relation

to its build pipeline. As we review

our Oceania Design Principles,

we will also look to incorporate

circular economy principles.

These initiatives and pilots are a

first step for us to gather data

and set the foundation for

future targets.

Eden, Mt Eden, Auckland

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS20SUSTAINABILITY

Our FY2023 journey
Increasing our ambition

for Homestar and Greenstar

Oceania is designing and

building new retirement

villages to the Green Building

Council’s Homestar certification,

prioritising environmental and

health performance for the

wellbeing of residents.

Our design team are specifying

our new development in Franklin,

Auckland to 7 Homestar, as well

as exploring the feasibility of

Greenstar for its community

building and care centre.

We are exploring the use of

the Green Building Council’s

HomeFit programme for our

refurbishments to enable greater

resident comfort and wellbeing.

Evidence-led design

for dementia

We have completed our evidence-

led design of the new dementia

centre in Meadowbank, Auckland.

The design has been underpinned

by ten research-led design

principles developed by Oceania’s

clinical team in collaboration with

Dementia Auckland.

Care resident wellbeing

As part of our sustainability

linked loan, Oceania set a

target in FY2023 to improve care

resident wellbeing and experience

through excellent quality care.

We designed a tailored metric

that focuses on Oceania’s model

of care excellence, providing

person-centred care, resident

engagement, and including the

residents’ own expression of their

health and wellbeing. Oceania is

pleased to report that it exceeded

its FY2023 target.

Positive outcomes from the

Nurse Practitioner model

Over one third of our care

centres have dedicated

Nurse Practitioners, in place of

contracted General Practitioners.

Access to a Nurse Practitioner

provides greater service flexibility

and responsiveness leading to an

improved care resident experience.

Five Ways to

Wellbeing Programme

Following a successful trial

we adopted the Five Ways to

Wellbeing framework throughout

our villages. This framework is

an evidence-based approach to

improving health and wellbeing

and is endorsed by the Mental

Health Foundation. We have

trained our team members and

redesigned our activity plans

to ensure our residents have

an opportunity to be actively

involved in each important pillar.

Collaboration with Fair Food NZ

In FY2023, Oceania collaborated

with Fair Food NZ, a non-profit

that repurposes donated food to

support vulnerable communities.

Fair Food NZ enlisted Oceania

residents to curate recipes for

the donated food through a

recipe competition. 170 entries

were received, and the compiled

recipes now serve as a repertoire

for Fair Food NZ to create

delicious meals by repurposing

surplus food for those in need.

Our sustainability goals

As a leader in resident experience,

our aspiration is to enable residents

to live a sustainable and fulfilled life.

Conscious design and exceptional services

We recognise that we have an impact on residents’

wellbeing and feelings of safety and security.

We have set a goal to “prioritise resident wellbeing

through conscious design and exceptional services”.

Engaging residents, our people and communities

for social and environmental outcomes

With over 4,000 residents and 3,000 staff, Oceania

recognises it has a real opportunity to enable

residents and staff to help create positive social

and environmental outcomes for the community.


Resident experience

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS21SUSTAINABILITY

Our FY2023 journey
Employee engagement

We had higher participation

rates and an increased employer

Net Promoter Score (NPS) from

our latest annual employee

engagement survey. The results

from the survey show that

despite the challenges in our

sector, employee sentiment has

improved overall.

In FY2023 Oceania introduced

a sector leading parental leave

policy, which tops up the amount

received from the Government

over 26 weeks to employees’

usual pay for that period.

Health, safety and wellbeing

Keeping our people safe is a key

part of employee health, safety

and wellbeing.

In FY2023, during Mental

Health Awareness Week,

Oceania launched its Te

Whare Tapa Whā employee

wellbeing portal. Te Whare Tapa

Whā is a metaphor based on

the four pillars of a wharenui

(meeting house) recognising when

we look after all four aspects, we

look after our hauora (wellbeing).

Our Employee Assistance

Programme services continue

to support our employees

who require counselling for

both personal and work-

related issues. In FY2023, we

expanded our Employee

Assistance Programme to provide

support to our residents who were

affected by the Auckland flooding

and Cyclone Gabrielle.

Training and development

We continued with our

clinical training and

leadership programmes for

Oceania registered nurse

and healthcare assistants.

In the year ahead, we will

focus on developing learning

and development programmes

for our non-clinical staff.

People capability

Our sustainability goals

Oceania is working to build capability

and develop a culture which enables

its people to perform their life’s best

work at Oceania.

We recognise that we impact the health and wellbeing of

our people through our workforce practices, professional

development programmes and approach to diversity and

inclusion, and that our people’s feelings of engagement

and value can have a direct effect on resident experience.

We know that external factors such as national workforce

shortages, and pay equity, also impact on staff health

and wellbeing.

Our aspiration is to be an employer of choice. We have

goals to “attract, grow and retain great people”, and to

“provide a safe, diverse, equitable and inclusive workplace

that fosters our people’s development and capability”.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS22SUSTAINABILITY

Our FY2023 journey
Commitment to a science-

based greenhouse gas

emissions reduction target

We recognise the impact we have

on the environment by generating

greenhouse gas emissions

through building and operating

our villages and care centres.

In FY2023, Oceania committed

to the best practice international

Science Based Targets initiative

(SBTi) to set its GHG emissions

reduction targets. Oceania has

been measuring and managing its

scopes 1, 2 and certain categories

of scope 3 greenhouse gas

emissions since 2019. Oceania has

taken a detailed and considered

approach in measuring its up

front carbon that involved using

the New Zealand Green Building

Council embodied carbon

calculations. Our emissions

from embodied carbon relating

to our developments and

refurbishments is the main

source of our total emissions

profile

2

. We have undertaken

a detailed measurement of

this scope 3 capital goods

emissions category and we will

account for these emissions in

the year that the construction

or refurbishment completes.

Emissions reduction plan

We are committed to reducing

our corporate emissions and have

updated our emissions reduction

plan for how we will meet our

proposed science based targets.

The use of natural gas and LPG

in operating our villages and care

centres is a significant source of

these emissions. Transitioning off

gas is a key pillar of our emissions

reduction plan and we no longer

design for gas.

Both the targets and

emissions reduction plan will

be submitted to the SBTi in

FY2024 for verification.

Energy efficiency

In FY2023, Oceania

continued to implement

energy efficiency measures.

All new developments are

designed and built with LED

lighting. We also piloted a hot

water heat pump system at our

Te Mana care centre. The results

have been pleasing, with a 30%

gain in efficiency at the same

time as increasing the much

needed amount of hot water

capacity required for Te Mana

care centre.

With Oceania building to

Homestar certification, and

investigating the feasibility of

Greenstar, these certifications

ensure that buildings are

designed and built efficiently

to minimise greenhouse gas

emissions once they are

operational, through measures

such as better insulation.

Growth

Our sustainability goals

Oceania is pleased to make a positive

economic contribution for its investors

and stakeholders.

In FY2023, Oceania delivered 233 units and care suites

helping to free up homes for purchase or rent as residents

move into our villages, at a time when New Zealand faces a

housing shortage. As an employer of 3000 staff, we create

jobs for the local community and stimulate demand for

goods and services. As part of our growth, we are mindful

about integrating sustainability into our thinking, strategy

and initiatives. We have set a goal to “adopt a long-

term value focus when making investment decisions

and allocating capital.” This may require higher up front

spending particularly in relation to development spend, but

with the potential to create better long term value.

We know that as we grow, we will impact, and be impacted

by, climate change. We have set a goal to “reduce our

GHG emissions in line with our science based target

and integrate climate resilience into our business.”

2 In FY2023 we rebaselined our emissions using a FY2022 base year, and conducted a full scope 3 (indirect emissions)

materiality assessment. See our GHG Emissions Report for FY2023 and FY2022 on our website.

The Helier, St Heliers, Auckland

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS23SUSTAINABILITY

Oceania has developed a
roadmap to prepare the business

for meeting the requirements in

the External Reporting Board’s

climate-related financial

disclosure standards.

In FY2023, Oceania has made

progress on a number of key

roadmap milestones. These

include our governance structure

relating to sustainability and

climate, with the establishment of

a Board Sustainability Committee

and Management Sustainability

Steering Group. Climate has been

a key agenda item for both the

Committee and Steering Group

meetings since their inception.

Oceania recognises it needs

to proactively manage its

climate risks and opportunities.

In FY2023, we conducted a

physical climate risk exposure

assessment of our assets, and

we are progressing with a full

risk assessment. We were part

of the Technical Working Group

coordinated by the NZ Green

Building Council to develop the

sector scenario analysis for

the building and construction

sector. This analysis will help to

inform our risk and opportunities

assessment, including identifying

transition risks.

Preparation for

Climate Risk Disclosures

We recognise that our strategy

and sustainability framework

needs to be responsive to the

identified risks and opportunities,

over the short, medium and

long term and we will adapt

our response accordingly.

Our refreshed Sustainability

Framework details our goals

in relation to climate and

sustainability.

Oceania will release its first

full mandatory Climate Related

Disclosures report next year.

Oceania recognises it needs to proactively

manage its climate risks and opportunities.

The Sands, Browns Bay, Auckland

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS24SUSTAINABILITY

Sustainability – FY2023 highlights
Increased our green

building ambition to

7 Homestar certification

Measured all our material

scope 3 greenhouse gas

emissions sources for the

first time

Linked

sustainability

performance

to remuneration

RVA Sustainability

Awards finalist for the

resident-led category

Diverted 880.7 tonnes

of construction waste

from landfill

Awarded ACC’s Employer

Accreditation Programme

tertiary level status

Implemented a sector

leading parental leave policy

Trained 633 internationally

qualified registered nurses

through our Nursing

Council accredited

CAP (Competency

Assessment Programme)

Improved

our employer

NPS engagement

scores

Completed a sustainable

refurbishments pilot at

Eden Village, collecting more

than 1,600kg of materials

and avoiding 1.05tCO2e

Residents collaborated

with Fair Food NZ to provide

170 recipes to repurpose

donated food into meals

for vulnerable communities

Launched our

Five Ways

to Wellbeing

programme

Completed a

physical climate risk

exposure assessment

Committed to the Science

Based Targets initiative for

reducing our GHG emissions

Completed a new materiality

assessment and refreshed

our Sustainability Framework,

out to 2030

Established our first

sustainability linked loan

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS25SUSTAINABILITY

It is retirement and aged care
living that have been rethought

from every angle. This stunning

property has been developed

with a deep familiarity and

understanding of what is

important to the residents

in the local area.

Located in the heart of St

Heliers, on the edge of Glover

Park, this bespoke Village offers

residents 360-degree views over

Waitemata Harbour and the

Auckland CBD. It is the scenery

We thought, let’s wipe the slate clean

and re-imagine the future of retirement and

aged care living in a way that has never been

seen in New Zealand. The result is The Helier

by Oceania. This unique lifestyle design is

equivalent to living in a 5-star hotel every day.

The Helier

by Oceania.

that makes living in Auckland

so special and The Helier by

Oceania takes full advantage

of this stunning panorama

with its considered design.

The Village is nestled in a

suburban street. From the

road frontage, it appears

to be only two storeys high,

as a clever and thoughtful

design, which is stepped back

into the cliff face, provides a

sympathetic approach to the

surrounding neighbourhood.

CUSTOMER LED DESIGN AND SERVICE

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS26CUSTOMER LED DESIGN AND SERVICE

This boutique private nursing
model is unique to The Helier

and provides residents with

bespoke, personalised care while

maintaining utmost comfort and

enjoyment, thanks to the Village’s

premier hospitality-led services.

This exciting new Village

was launched via a private

function held in September

2022 at Mantells in Mission

Bay. Sir Graham Henry hosted

this popular event and, like

the experience at The Helier,

it epitomised luxury. Initial

demand has been strong.

We are committed to providing

personalised retirement and

aged care living experiences

that have the bespoke needs

of the local communities at their

heart. One size does not fit all,

and it is our pleasure to develop

living spaces and experiences

that allow our residents to

continue to live the lives they

have been accustomed to.

Naturally, health and wellbeing

are front and centre at The Helier.

A private gym and swimming pool

make it simple to maintain fitness

and a luxurious day spa will help

residents to relax and unwind.

There is also much to enjoy

for gastronomes. Dining

opportunities include a café,

bar, 5-star restaurant and

wine lovers can make use of

an exclusive wine library. An

executive chef service will also

be available to deliver a private

culinary experience to residents

and guests in their apartments.

Through these first-class services

and amenities, The Helier allows

its residents to maintain the

luxurious and independent

lifestyles they are accustomed to

and value highly. We offer a place

to live from not a place to live at.

There are also care residences

for those requiring a little bit

more support.

The Helier’s Private Care

Residences provide premium

healthcare, within luxurious

surroundings, a level of care

second to none.

While aesthetics are important,

it is the amenities and services

that take The Helier from lovely

to luxury. The high-end hotel

experience begins the moment

you arrive at the door thanks

to valet parking. The in-house

concierge service allows residents

to experience their own city in new

and exciting ways, and a personal

chauffeur is on hand to whisk

them away to their destination.

We are committed to providing

personalised retirement and aged care living

experiences that have the bespoke needs of

the local communities at their heart.

CUSTOMER LED DESIGN AND SERVICEOCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS27

BOARD OF DIRECTORS
Heart-centred leadership.

Our Board has a broad and deep range of complementary

skills backed by years of experience.

Elizabeth Coutts

Chair and Independent Director

ONZM, BMS, FCA

Liz Coutts has been a Director of

Oceania since 5 November 2014

and was appointed Chair in 2014.

Liz is also the Chair of EBOS Group

Limited and Voyage Digital (NZ)

Limited trading as Two Degrees. Liz

is a Fellow of Chartered Accountants

Australia and New Zealand. She is

a past President of the Institute of

Directors NZ Inc and was made an

Officer of the New Zealand Order of

Merit in 2016.

Liz has previously been Chief

Executive of Caxton Group, Chairman

of Skellerup Holdings Limited, Meritec

Group Limited, Industrial Research

Limited, Life Pharmacy Limited and

Ports of Auckland Limited, Deputy

Chairman of Public Trust, and a

Commissioner of both the

Commerce Commission and

Alan Isaac

Independent Director

CNZM, BCA, FCA

Alan Isaac has been a Director

of Oceania since 1 October 2015.

Alan is a professional director with

extensive experience in accounting,

finance and governance. He is the

immediate past President of the

Institute of Directors NZ Inc. and

is Chairman of New Zealand

Community Trust and Basin Reserve

Trust. He is also a former President of

the International Cricket Council. Alan

is a Director of Scales Corporation

Limited and Skellerup Holdings

Limited. He is also a Board member

of the Wellington Free Ambulance.

Alan is a former national Chairman of

KPMG, and was made a Companion

of the New Zealand Order of Merit

(CNZM) in 2013. He is a Fellow of

Chartered Accountants Australia

and New Zealand.

Alan is Chair of the Audit Committee

and is a member of the People and

Culture Committee.

Earthquake Commission. She has

been a Director of Sanford Limited,

Ravensdown Fertiliser Cooperative,

the Health Funding Authority,

PHARMAC, Air New Zealand,

Sport and Recreation New Zealand

and Trust Bank New Zealand, and

a member of both the Financial

Reporting Standards Board of the

New Zealand Institute of Chartered

Accountants and the Monetary

Policy Committee of the Reserve

Bank of New Zealand.

Liz is a member of all

Board Committees.

Dame Kerry Prendergast has

been a Director of Oceania since

22 December 2016. Dame Kerry is

a professional director. She was

Mayor of Wellington (2001-2010) and

is currently the Chair of Wellington

Free Ambulance, Wellington Opera

and Royal New Zealand Ballet. Dame

Kerry is also a trustee of New Zealand

Community Trust.

For 25 years Dame Kerry was an

independent midwife after training

as a general nurse in 1970, and

consequently gaining a Diploma

in Intensive Care. She was made

a Companion of the New Zealand

Order of Merit (CNZM) in 2011 and

was promoted to Dame Companion

of the New Zealand Order of Merit

in January 2019 for services to

governance and the community.

Dame Kerry is Chair of the Clinical

and Health & Safety Committee.

Dame Kerry Prendergast

Independent Director

DNZM, CNZM, MBA (VUW), NZRN, NZM

Core Strengths

Markets & Customers

Building & Maintaining Relationships

Delivering Sustainable Growth

Capital Structure & Management

Executive Leadership

Australian Experience Property & Construction

Our Board Skill Set.

Core Competencies

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS28BOARD OF DIRECTORS

Gregory Tomlinson
Independent Director

AME

Greg Tomlinson has been a Director

of Oceania since 23 March 2018.

Greg is a Christchurch domiciled

businessman and investor with

experience in a variety of New

Zealand industries. One of the original

pioneers of the aquaculture industry

in Marlborough, he has also

established construction and

aged care businesses.

Greg established Qualcare before it

was sold into the Oceania Group in

early 2008 and he was a director of

Oceania from 2008 until 2016. Greg

holds directorships on the boards of

a number of New Zealand based

companies and is currently Chair

of Heartland Group Holdings Limited.

Greg is Chair of the

Development Committee.

Rob Hamilton

Independent Director

BSc, BCom

Rob has been a Director of Oceania

since 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. He was previously

Chief Financial Officer at SkyCity

Entertainment Group Limited and

a Managing Director and Head

of Investment Banking at Jarden

(formerly First NZ Capital).

Rob was also previously a member of

the Auckland Grammar School Board

of Trustees and a Board member on

the New Zealand Olympic Committee.

Rob is Chair of the Sustainability

Committee and is a member of

the Audit Committee.

Peter Dufaur

Independent Director

BProp

Peter has been a Director of

Oceania since 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 also sits on several private

enterprise boards, including until

recently, Chair of building products

manufacturer Thermakraft. 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 is a member of the

Development Committee.

Sally Evans

Independent Director

BHSc, MSc, FAICD, GAIST

Sally Evans has been a Director of

Oceania since 23 March 2018. Sally

has over 30 years’ experience in the

private, government and social

enterprise sectors in Australia,

New Zealand, the United Kingdom

and Hong Kong.

Sally is a Director of Healius Limited

in Australia, Rest (Australian Super

Fund), Allianz Australian Life Insurance

Limited and Ingenia Communities. She

has previously held Directorships on

the boards of Opal Specialist Aged

Care and Blue Cross Aged Care, was

an inaugural member of the Australian

Federal Government’s Aged Care

Financing Authority and held

executive roles as Healthcare Director

at the FTSE Compass Group plc and

Head of Aged Care at AMP Capital.

Sally is Chair of the People and

Culture Committee and is a member

of the Clinical and Health & Safety

Committee and the Sustainability

Committee.

Core Strengths

Markets & Customers

Building & Maintaining Relationships

Delivering Sustainable Growth

Capital Structure & Management

Executive Leadership

Australian Experience Property & Construction

Our Board Skill Set.

Core Competencies

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS29BOARD OF DIRECTORS

• Commitment to the highest standard of governance.
• Board experience (NZX 50 or equivalent) or experience as

an advisor to Boards for at least 5 years.

• An ability to assess effectiveness of senior management.

• Experience and understanding of sales, marketing and brand

strategy and practices.

• An understanding of the functioning of Government and experience developing

and maintaining a constructive relationship and interactions with Government

and regulators.

• Senior executive or board experience in financial accounting

and reporting, corporate finance and internal controls.

• Understanding of business and property valuation principles

and their implications on the financial performance and position.

• Experience and understanding (either at Board, leadership or senior

consulting level) of the dynamics of the international and/or domestic

aged care, hospitality and customer services markets, and opportunities

and challenges within those markets.

• Experience in and understanding of shareholder and investment

community concerns and developing constructive relationships.

• Developing and overseeing an appropriate risk framework and culture.

• Experience evaluating and managing financial and non-financial risks.

• Experience and understanding of the clinical requirements of the

healthcare sector at a governance, leadership and/ or practitioner level.

• Experience with equity and debt markets, capital structuring

and investment analysis.

• An understanding of the regulatory environment in which we operate

and the role that plays in ensuring sustainable custodianship of our

assets and providing benefit to our customers.

• Familiarity with people and best practice development and

performance structures.

• Experience and understanding of health and safety and wellbeing requirements.

Core Strengths

GovernanceCustomer advocacy

Government relationships

Finance and accounting

Aged care, hospitality & customer service market experience

Shareholder/investment community relationships

7/ 77/ 7

5/7

6/7

7/ 7

6/7

Risk management

Clinical experience

Capital markets and structure

Human resources

Health and safety

7/ 7

4/7

7/ 7

7/ 7

7/ 7

7/ 7

Regulatory knowledge and experience

Markets & Customers

Building & Maintaining Relationships

Our Board skill set

BOARD OF DIRECTORS

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS30BOARD OF DIRECTORS

• A track record of developing and implementing a successful and
sustainable strategy of growth in business.

• Experience as an investor, leader or adviser in the property

development market

• Experience as an investor, leader or adviser in the construction industry.

• Experience with a range of capital structures and management of capital

within an organisation.

• Experience in a senior executive leadership position in a large organisation.

• Experience and understanding (either at Board, leadership or senior

consulting level) of business in Australia.

• Ability to think strategically and assess strategic options and business plans.

• Experience in leading or advising organisational change and creating

value for the benefit of customers and shareholders.

• Understanding of differing business models and the potential for

disruptive models and practices to impact customers and the supply chain.

• Understanding of the opportunity and risks provided by

technology development.

Growth

Property and construction

Capital structure and management

Executive leadership

Australian experience

Strategy

7/ 7

4/7

6/7

7/ 7

2/7

7/ 7

Operational leverage

Business model and technological disruption

7/ 7

7/ 7

Delivering Sustainable Growth

Property & Construction

Capital Structure & Management

Executive Leadership

Australian Experience

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS31BOARD OF DIRECTORS

Take our Couple’s Care Suite
as an example, it enables older

couples to stay together if, and

when, their needs increase. This

ensures they are not separated

from their greatest support

network – each other.

Our Couple’s Care Suite

offering shows how Oceania is

challenging norms and putting

our residents at the heart of every

decision, simply honouring love

and protecting a couple’s right

to age together.

Oceania is on a journey that will never end,

to transform the retirement and aged care

living experience. Listening and adapting,

giving the physical and emotional well-being

of our residents the highest priority.

To celebrate this unique offering,

we developed and launched

a campaign called “The Duet”

that portrays the love story of a

couple through the years they’ve

travelled together through love,

togetherness – and a piano.

Inspired by a true story from

one of our resident couples

at The Bayview, Tauranga,

we were able to authentically

deliver this powerful story with

dignity, empathy and grace.

We produced our own music

to bring the story to life and

shared this with residents and

the general public who wrote

to us asking for it.

Celebrating togetherness

in a Couple’s Care Suite.

COUPLE'S CARE SUITE

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS32COUPLE’S CARE SUITE

THREE YEAR SUMMARY
For the Year Ended 31 March 2023

Financial Metrics

$NZm

March 23

12 Months

March 22

12 Months

March 21

10 Months

Underlying Net Profit after Tax

1,2,3

58.656.7 41.9

Underlying EBITDA

1,2,3

80.076.2 56.0

Profit for the Year

3

15.461.1 85.7

Total Comprehensive Income34.5114.4 1 6 7. 9

Total Assets

3

2,544.92 , 1 9 7.7 1,882.2

Operating Cash Flow

3

70.2105.5 96.0

Operating Metrics

March 23

12 Months

March 22

12 Months

March 21

10 Months

Units1,8201,625 1,367

Care Suites984854 847

Care Beds1,6511,725 1,807

Total4,4554,204 4,021

New Sales128184 194

Resales280266 194

Total408450 388

Occupancy90.4%92.0%92.4%

1 This is a non-GAAP measure, refer to note 2.1 in the consolidated financial statements for further details.

2 On 21 April 2020 the Group claimed, and received payment of, a COVID-19 wage subsidy totalling $1.8m. This amount has subsequently

been repaid in full on 18 May 2021 and as a result has been excluded from the table above. This proforma adjustment increases

underlying EBITDA and underlying earnings in relation to the 12 month period to 31 March 2022 by $1.8m.

3 The March 2021 comparative period includes an adjustment for the impact in change in accounting policy in regards to the accounting

for Software-as-a-Service arrangements. Refer to note 1.2 of the March 2022 report.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS33

Consolidated
Financial

Statements

For the year ended 31 March 2023

Consolidated Statement of Comprehensive Income 35

Consolidated Balance Sheet 35

Consolidated Statement of Changes in Equity 36

Consolidated Cash Flow Statement 36

Notes to the Consolidated Financial Statements 37

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS34

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 March 2023

CONSOLIDATED BALANCE SHEET

As at 31 March 2023

$NZ000’sNotesMarch 23March 22

Revenue2.2 247,178 231,140

Change in fair value of investment property3.119,49763,475

Change in fair value of held for sale assets3.31,886-

Gain on purchase of business assets1.3(i)54310,358

Other income 2.316,8663,508

Total income285,970308,481

Employee benefits and other staff costs2.4 164,483 156,446

Depreciation (buildings and care suites)2.4, 3.2, 3.5 11,363 11,487

Depreciation and amortisation (chattels, leasehold improvements

and software)

2.4, 3.2, 3.5 6,561 7, 1 3 3

Impairment of property, plant and equipment and right of

use asset

2.4, 3.26,5314,741

Impairment of right of use investment property2.4, 3.51,431115

Impairment of goodwill2.4, 5.2 2,347 412

Rental expenditure in relation to right of use investment property3.5 158 2,497

Finance costs2.4 14,315 9,380

Other expenses2.4 66,781 60,020

Total expenses273,970252,231

Profit before income tax12,00056,250

Income tax benefit 5.13,4484,879

Profit for the year15,44861,129

Other comprehensive income

Items that will not be subsequently reclassified to profit or loss

Gain on revaluation of property, plant and equipment for the year,

net of tax

3.2, 5.11 7, 5 9 246,359

Gain on revaluation of right of use assets for the year, net of tax3.5, 5.1-229

1 7, 5 9 246,588

Items that may be subsequently reclassified to profit or loss

Gain on cash flow hedges, net of tax

1,5036,716

Other comprehensive income for the year, net of tax19,09553,304


Total comprehensive income for the year attributable to

shareholders of the parent

34,543114,433

Basic earnings per share (cents per share) 4.22.28.7

Diluted earnings per share (cents per share) 4.22.28.7

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the

accompanying notes.

$NZ000’sNotesMarch 23March 22

Assets

Cash and cash equivalents

7, 4 3 9 9,745

Trade and other receivables5.3108,92969,136

Derivative financial instruments5.6 6,026 3,922

Assets held for sale3.3 101,652 -

Investment property3.11 , 5 9 7,7 2 1 1,378,552

Property, plant and equipment3.2712,169686,592

Right of use assets3.5 4,287 41,139

Intangible assets5.2 6,717 8,603

Total assets2,544,9402 , 1 9 7, 6 8 9

Liabilities

Trade and other payables

5.452,28940,980

Deferred management fee3.445,33442,067

Refundable occupation right agreements3.4879,578775,765

Refundable occupation right agreements held for sale3.447, 0 9 2-

Lease liabilities3.54,7989,894

Borrowings4.4553,589380,140

Deferred tax liabilities5.1--

Total liabilities1,582,6801,248,846

Net assets962,260948,843

Equity

Contributed equity

4.1 713,374 705,291

Retained deficit(68,496)(54,735)

Reserves3 1 7, 3 8 2298,287

Total equity962,260948,843

The Board of Directors of the Company authorised these consolidated financial statements for issue

on 24 May 2023.

For and on behalf of the Board

Elizabeth Coutts Alan Isaac

Chair Director

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS35

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2023

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 March 2023

$NZ000’sNotes

Contributed

equity

Retained

deficit

Asset

revaluation

reserve

Cash flow

hedge

reserveTotal equity

Balance as at 31 March 2021 675,625(86,983)248,849(3,866)833,625

Profit for the year-61,129--61,129

Other comprehensive income

Revaluation of cash flow hedge net

of tax

---6,7166,716

Revaluation of assets net of tax3.2, 5.1--46,359-46,359

Revaluation of right of use assets net

of tax

3.5, 5.1--229-229

Total comprehensive income-61,12946,5886,716114,433

Transactions with owners

Dividends paid

4.1-(29,559)--(29,559)

Share issue4.120,000---20,000

Directly attributable transaction

costs deducted from equity

4.1(475 )---(475 )

Share issue: dividend reinvestment

scheme

4.110,141---10,141

Employee share scheme4.1-678--678

Total transactions with owners29,666(28,881)--785

Balance as at 31 March 2022705,291(54,735)295,4372,850948,843

Profit for the year-15,448--15,448

Other comprehensive income

Revaluation of cash flow hedge net

of tax

---1,5031,503

Revaluation of assets net of tax3.2, 5.1--1 7, 5 9 2-1 7, 5 9 2

Revaluation of right of use assets net

of tax

3.5, 5.1-----

Total comprehensive income-15,4481 7, 5 9 2 1,503 34,543

Transactions with owners

Dividends paid

4.1-(29,889)--(29,889)

Share issue: dividend reinvestment

scheme

4.18,083---8,083

Employee share scheme4.1-680--680

Total transactions with owners8,083(29,209)--(21,126)

Balance as at 31 March 2023 713,374 (68,496)313,029 4,353 962,260

The above Consolidated Statement of Changes in Equity should be read in conjunction with the

accompanying notes.

$NZ000’sNotesMarch 23March 22

Cash flows from operating activities

Receipts from residents for village and care fees

196,601190,096

Payments to suppliers and employees(228,926)( 2 0 7, 8 1 4 )

Rental payments in relation to right of use investment property (158)(2,497)

Receipts from new occupation right agreements 178,842 214,188

Payments for outgoing occupation right agreements (79,267)(69,998)

Net goods and services tax received / (paid) 14,608 ( 7, 6 7 2 )

Receipts from insurance proceeds1.3(iv)1,113-

Interest received 1,759 77

Interest paid(13,921)(10,171)

Interest paid in relation to right of use assets(4 45)(680)

Net cash inflow from operating activities70,206105,529

Cash flows from investing activities

Proceeds from sale and / or disposal of property, plant and

equipment and investment property

-(6)

Payments for property, plant and equipment and intangible assets(55,160)(56,289)

Payments for investment property and investment property

under development

(103,626)(106,317)

Payments for assets held for sale(942)-

Payments for business assets1.3(i)(59,873)(56,208)

Net cash outflow from investing activities(219,601)(218,820)

Cash flows from financing activities

Proceeds from borrowings

228,161 162,513

Repayment of borrowings (54,290)(115,476)

Proceeds from bond issuance-100,000

Repayment of bank borrowing from bond proceeds-(100,000)

Proceeds from share placement-20,000

Capitalised costs in relation to share placement-(475 )

Capitalised borrowing costs (2,171)(1,194)

Principal payments for right of use assets (2,805)(2,820)

Dividends paid (21,806)(19,418)

Net cash inflow from financing activities1 47, 0 8 943,130

Net decrease in cash and cash equivalents (2,306)(70,161)

Cash and cash equivalents at the beginning of the year 9,745 79,906

Cash and cash equivalents at end of year 7, 4 3 9 9,745

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS36

CONSOLIDATED CASH FLOW STATEMENT (continued)
For the year ended 31 March 2023

Reconciliation of profit after income tax to net cash inflow from operating activities

$NZ000’sNotesMarch 23March 22

Profit for the year15,44861,129

Non cash items included in profit for the year

Deferred management fees accrued but not settled

2.2 (70,206)( 5 7, 5 2 7 )

Depreciation (buildings and care suites)2.4 11,363 11,487

Depreciation and amortisation (chattels, leasehold improvements

and software)

2.4 6,561 7, 1 3 3

Impairment of goodwill 2.4 2,347 412

Net loss on disposal of property, plant and equipment 3,171 1,149

Fair value adjustment to investment property3.1 (19,497)(63,475)

Fair value adjustment to right of use investment property and right

of use land and building

3.5 1,431 115

Impairment / (Reversal of impairment) of property, plant and

equipment

3.26,5314,741

Fair value adjustment to held for sale assets3.3 (1,886)-

Loss allowance for trade and other receivables 2.4 37 41

Interest accrued but not paid (1,009)(2,097)

Fair value movement on residents’ share of resale gains2.4 1,724 825

Fair value movement on cash flow hedges5.6 (6) (58)

Deferred tax benefit5.1 (3,448)(4 ,879)

Employee share scheme4.3 680 678

Gain on purchase of business assets1.3(i)(543) (10,358)

Other non cash items 962670

(61,788)(111,143)

Cash items excluded from profit for the year

Receipts from new occupation right agreements

178,842 214,188

Payments for outgoing occupation right agreements (79,267)(69,998)

99,575 144,190

Increase in operating assets and liabilities

Increase in trade and other receivables

5,64313,110

Increase / (Decrease) in trade and other payables11,328(1,757)

Net cash inflow from operating activities70,206105,529

The above Consolidated Cash Flow Statement should be read in conjunction with the accompanying notes.

Notes to the Consolidated

Financial Statements

For the year ended 31 March 2023

1. General Information 38

1.1 Basis of Preparation 38

1.2 Accounting Policies 38

1.3 Significant Events and Transactions 39

1.4 Market Capitalisation 41

2. Operating Performance 41

2.1 Operating Segments 41

2.2 Revenue 46

2.3 Other Income 47

2.4 Expenses 47

3. Property Assets 48

3.1 Village Assets: Investment Property 49

3.2 Care Assets: Property, Plant and Equipment 52

3.3 Held for Sale 56

3.4 Refundable Occupation Right Agreements 56

3.5 Leases 58

4. Shareholder Equity and Funding 59

4.1 Shareholder Equity and Reserves 59

4.2 Earnings per Share 61

4.3 Employee Share Based Payments 61

4.4 Borrowings 61

5. Other Disclosures 63

5.1 Income Tax 63

5.2 Intangible Assets 64

5.3 Trade and Other Receivables 65

5.4 Trade and Other Payables 66

5.5 Related Party Transactions 66

5.6 Financial Risk Management 66

5.7 Contingencies and Commitments 69

5.8 Events After Balance Date 69

Independent Auditor’s Report 69

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS37

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023

General Information

1.1 Basis of Preparation

(i) Entities Reporting

The consolidated financial statements of the Group are for the economic entity comprising Oceania

Healthcare Limited (the “Company”) and its subsidiaries (together “the Group”). Refer to note 5.5 for

details of the Group structure.

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of

Oceania Healthcare Limited as at 31 March 2023 and the results of all subsidiaries for the year

then ended.

The Group owns and operates various care centres and retirement villages throughout New Zealand.

The Group’s registered office is Level 11, 80 Queen Street, Auckland 1010, New Zealand.

(ii) Statutory Base

Oceania Healthcare Limited is a limited liability company which is domiciled and incorporated

in New Zealand. It is registered under the Companies Act 1993 and is a FMC Reporting Entity in

terms of Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the NZX

Main Board (“NZX”) and the Australian Securities Exchange (“ASX”) as a foreign exempt listing. The

consolidated financial statements have been prepared in accordance with the requirements of the

NZX and ASX listing rules, and Part 7 of the Financial Markets Conduct Act 2013.

The consolidated financial statements have been prepared in accordance with New Zealand

Generally Accepted Accounting Practice (“NZ GAAP”). They comply with New Zealand equivalents to

International Financial Reporting Standards (“NZ IFRS”), International Financial Reporting Standards

(“IFRS”) and other applicable New Zealand Financial Reporting Standards, as appropriate for for-

profit entities. The Group is a Tier 1 for-profit entity in accordance with XRB A1.

The consolidated financial statements have been prepared in accordance with the going concern

basis of accounting, which assumes that the Group will be able to realise its assets and discharge

its liabilities in the normal course of business as they come due into the foreseeable future.

The Consolidated Balance Sheet has been prepared using a liquidity format.

(iii) Measurement Basis

These consolidated financial statements have been prepared under the historical cost convention, as

modified by the revaluation of certain assets and liabilities, including investment properties, certain

classes of property, plant and equipment, right of use assets and derivatives.

(iv) Key Estimates and Judgements

The preparation of the consolidated financial statements in conformity with NZ IFRS requires the use

of certain critical accounting estimates. It also requires management to exercise their judgement in

the process of applying the Group’s accounting policies.

The Group makes estimates and assumptions concerning the future. The resulting accounting

estimates will, by definition, seldom equal the related actual results. Estimates and judgements

are continually evaluated and are based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and

estimates are significant to the consolidated financial statements are disclosed in the following notes:

– Fair value of assets acquired in business combination (note 1.3(i))

– Insurance proceeds from recent weather event (note 1.3(iv))

– Classification of accommodation with a care or service offering (note 3)

– Fair value of investment property and investment property under development (note 3.1)

– Fair value of freehold land and buildings (note 3.2)

– Classification and fair value of held for sale facilities (note 3.3)

– Revenue recognition of deferred management fees (note 3.4)

– Fair value of right of use assets (note 3.5)

– Recognition of deferred tax (note 5.1)

1.2 Accounting Policies

(i) New Accounting Standards

No changes to accounting policies have been made during the year and the Group has not

early adopted any standards, amendments or interpretations to existing standards that are

not yet effective.

(ii) Measurement of Fair Value

The Group classifies its fair value measurement using the fair value hierarchy that reflects the

significance of the inputs used in making the measurements. The fair value hierarchy has the

following levels.

Level 1: Quoted prices (unadjusted) in active markets for the identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset

or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

The carrying amount of all financial assets and liabilities is considered to approximate their

fair value.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS38

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

1.3 Significant Events and Transactions

(i) Acquisitions

(A) Waterford on Hobsonville Point (“Waterford”)

In the comparative period to 31 March 2022, Oceania Village Company Limited entered into a

Sale and Purchase Agreement to purchase the business assets of Waterford on Hobsonville Point.

Waterford is an established retirement village with 64 independent living villas and 36 independent

living apartments. The Sale and Purchase Agreement was conditional on the parties obtaining

Statutory Supervisor consent. This consent was received on 8 April 2021 and the transaction was

settled on 23 April 2021 being the date of acquisition.

The business assets have been recognised as at the date of settlement and the future operating

results consolidated from that point forward.

Purchase consideration and fair value of net assets acquired

The purchase price of $56.2m, settled in cash, was linked to the 31 March 2020 CBRE Limited

valuation of Waterford. The acquisition was accounted for using the acquisition method as

prescribed in NZ IFRS 3 Business Combinations. This standard requires that all identifiable assets

and liabilities be assumed at their acquisition date fair value.

(B) Remuera Rise and Bream Bay

On 6 May 2022, a number of Sale and Purchase Agreements were entered into in relation to

Remuera Rise and Bream Bay:

a. Oceania Village Company Limited and Oceania Care Company Limited entered into a Sale and

Purchase Agreement with Remuera Rise Limited and Lifecare Residences NZ Limited to purchase

the business assets in relation to Remuera Rise for a value of $38.1m subject to purchase price

adjustments. Remuera Rise is an established village with 58 independent living apartments and

12 rest home beds. The Sale and Purchase Agreement was subject to the parties obtaining the

consent of the Statutory Supervisor, the Ministry of Health and the Auckland District Health

Board. This transaction was settled on 1 July 2022 which is the date of acquisition.

b. Oceania Village Company Limited entered into a Sale and Purchase Agreement with Private

Health Care (NZ) Limited and PGB Investments Limited to purchase the shares of Bream

Bay Village Limited for a value of $18.9m. At the time of acquisition eight villas were under

construction. In accordance with the provisions of the Sale and Purchase Agreement the

sales value of these villas was paid to the vendor as part of the purchase consideration. As at

30 September 2022 this amounted to $3.0m with all villas now occupied. Bream Bay Village is an

established village with 83 independent living villas, including the eight villas under construction

at the time of acquisition. The Sale and Purchase Agreement was subject to the parties obtaining

Statutory Supervisor consent. This transaction was settled on 1 July 2022 which is the date

of acquisition.

c. On 6 May 2022 Oceania Village Company Limited also entered into an option agreement with

GNLC Limited to purchase 6.7 hectares of development land in Bream Bay, adjacent to Bream

Bay Village. This agreement grants Oceania Village Company Limited the option to acquire this

land for a purchase price of $8.4m plus GST if any. Oceania Village Company Limited may

exercise the option agreement for the development land adjacent to Bream Bay Village within 20

working days of the plan change being made operative by Whangarei District Council following

settlement of any appeals. As at 31 March 2023 Oceania Village Company Limited has not yet

exercised this option.

Purchase consideration and fair value of net assets acquired

The purchase price was linked to the 31 March 2021 CBRE Limited valuation in respect of Remuera

Rise and the 8 December 2021 Colliers valuation of Bream Bay Village Limited and both acquisitions

were settled in cash. The acquisitions were accounted for using the acquisition method which

requires that all identifiable assets and liabilities be assumed at their acquisition date fair value.

The operations of Remuera Rise had an immaterial impact on Net Profit before Tax in the period

since acquisition to 31 March 2023, of which $2.3m is operating revenue. If the acquisition had

taken place on 1 April 2022 the impact of the operations on Net Profit before Tax would have been

immaterial. The impact on the fair value movements in the period is disclosed in note 3.1.

The operations of Bream Bay added $1.7m to Net Profit before Tax in the period since acquisition

to 31 March 2023, of which $2.5m is operating revenue. If the acquisition had taken place on 1 April

2022 the impact of the operations on Net Profit before Tax would have been $2.0m. The impact on

the fair value movements in the period is disclosed in note 3.1.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS39

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Fair Value on Acquisition Date

$NZ000’s

Remuera Rise

March 2023

(provisional)

Bream Bay

March 2023

(provisional)

Waterford

March 2022

Assets

Investment Property

73,89964,111104,022

Freehold Land1,000--

Freehold Buildings150--

Development Land--8,950

Chattels--63

Other Assets6432-

Liabilities

Resident liabilities

( 3 7, 5 9 4 )(41 ,6 3 7 )(4 6,4 3 7 )

Employee entitlements(164)(10)(19)

Other Liabilities-(16)-

Net Assets Acquired3 7, 3 5 522,48066,579

Total Consideration3 7, 9 3 621,93756,221

(Goodwill recognised on purchase) / Gain on purchase of

business asset

(581)54310,358

The goodwill on acquisition of Remuera Rise and the gain on purchase of Bream Bay arise due to

differences in the key assumptions within the external valuer’s valuations, including growth rate and

discount rate, between the reference date for the acquisition and the settlement date. Goodwill

created on the acquisition of Remuera Rise has been impaired in the year ended 31 March 2023.

Contingent liabilities

No material contingent liabilities with respect to any of the above mentioned transactions were noted

during the due diligence process or since acquisition.

(ii) Disposal of leasehold interest

The Group has previously leased the Everil Orr site and assumed the role of Operator of both Care

and Village operations. On 3 March 2023, the Group entered into a Deed with Airedale Property

Trust, the lessor of the Everil Orr leasehold facility to exit the Group from the Everil Orr site. As a

result the care operations were closed on 21 March 2023 and the lease terminated on 31 March

2023. On 31 March 2023 the Group’s operating interest in relation to village operations at Everil

Orr met the definition of held for sale. An amount of $1.1m in respect of the purchase of the Group’s

operational interest was received in full on 3 April 2023.

Refer to note 3.5 for the carrying value of the village business.

(iii) Debt refinancing

On 9 May 2022 it was announced an agreement was entered into with the banking syndicate

to increase total debt facility limits from $350m to $500m for a tenure of five years.

The entire debt facility is sustainability-linked for the entire five year period with a penalty in the

event of the Group not satisfying certain ESG targets and a discount in instances where ESG targets

are met.

(iv) Weather Events: Auckland Floods and Cyclone Gabrielle

A number of significant weather events occurred in New Zealand during the second half of the

year. The Group owns and operates a number of sites in the Auckland and Hawkes Bay regions

which were impacted by these events. The Group is currently engaging with insurers in regards to

a number of claims relating to the flooding in Auckland on 27 January 2023 and Cyclone Gabrielle

on and around 14 February 2023. Claims are progressing under both Material Damage and Business

Interruption policies. As at 31 March 2023 the Group has received $1.2m (including GST) from our

insurers as progress payments on claims with a further $0.3m received since 31 March 2023.

Accounting policy in relation to insurance proceeds

Insurance proceeds are accounted for as reimbursements under IAS 37 Provisions, Contingent

Liabilities and Contingent Assets. Insurance income, and related assets are recognised when

recovery is virtually certain.

The insurance proceeds and receivable in relation to these events have been included within the

Consolidated Statement of Comprehensive Income and the Consolidated Balance Sheet and are

summarised below.

$NZ000’s

Auckland

Flooding

Cyclone

Gabrielle

Statement of Comprehensive Income

Insurance Proceeds – Material Damage

- Investment Properties 7,7 3 6 344

-

Freehold Buildings 1,919 23

Insurance Proceeds – Other1,854149

Balance Sheet

Insurance receivable

10,397516

The Group assess impairment impacts as a result of the weather events and treatment of insurance

proceeds for material damage and business interruption as follows.

Material Damage

Amounts incurred in respect of remediation in the period to 31 March 2023 have been recognised as

additions to the properties they relate. Affected properties have been valued by CBRE Limited as if

the remediation has been completed and as such, an estimate of remaining costs to be incurred to

fully remediate properties has been calculated based on third party quotations and assessments

and has been recognised as a reduction to the property value as at 31 March 2023. Refer to notes

3.1 and 3.2 for impact on fair value.

These initial estimates are sensitive to the final remediation and the final insurance recovery for

damage may differ from the initial assessment once final insurance instalments are received.

As a result, the insurance recovery in respect of the material damage claim of $10.0m is subject

to change.

1.3 Significant Events and Transactions (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS40

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Other

In addition to recovery of the expected remediation costs, the Group seeks recovery of additional

costs. These costs include business interruption costs and lost gross profit associated with the

Auckland and Hawkes Bay sites which were impacted by the weather events and remediation.

Initial recovery for these items is being sought from insurers where appropriate.

Income in relation to these items is recognised as other revenue when the costs or lost gross profit

are incurred, and it is virtually certain that these costs will be reimbursed. The assessment of

whether recoverability of these costs is virtually certain is a key judgement of the Group.

1.4 Market Capitalisation

At balance date, the market capitalisation of the Group (being the 31 March 2023 closing

share price, as quoted on the NZX Main Board, multiplied by the number of shares on issue)

was significantly below the carrying amount of the Group’s net assets and shareholders’ funds.

In considering the difference, the Group notes that over 90% of total assets at 31 March 2023

are property assets carried at fair value as assessed by CBRE Limited and Colliers Limited as

independent valuers. Colliers Limited was also engaged to perform a review of the CBRE Limited

valuation of certain sites in the portfolio comprising 38.1% of the total value of property assets.

The review supported the CBRE Limited valuation. On 8 May 2023 a sale and purchase agreement

was entered into with respect to two sites held for sale for an amount in line with the CBRE Limited

valuation of these sites.

2. Operating Performance

2.1 Operating Segments

The Group’s chief operating decision maker is the Board of Directors.

The operating segments have been determined based on the information reviewed by the Board

of Directors for the purposes of allocating resources and assessing performance. The assets

and liabilities of the Group are reported to the chief operating decision maker in total not by

operating segment.

The Group operates in New Zealand and comprises three segments; care operations, village

operations and other.

Information regarding the operations of each reportable segment is included above. Amongst other

criteria, performance is measured based on segmental underlying earnings before interest, tax,

depreciation and amortisation (“EBITDA”), which is the most relevant measure in evaluating the

performance of segments relative to other entities that operate within the aged care and retirement

village industries.

Additional segmental reporting information

Capital expenditure: Refer to note 3 for details on capital expenditure.

Goodwill: Goodwill is allocated to care cash generating units.

What is Total Comprehensive Income?

Total comprehensive income is a measure of the total performance of all segments under

NZ GAAP. It includes fair value movements relating to the Group’s care centres and cash

flow hedges.

CareVillageOther

ProductIncludes traditional care

beds and care suites.

Includes independent

living and rental

properties.

N/A

ServicesThe provision of

accommodation, care

and related services

to Oceania’s aged

care residents.

Includes the provision

of services such

as meals and care

packages to independent

living residents.

The provision of

accommodation

and related services to

independent residents

in the Group’s

retirement villages.

Provision of support

services to the Group

(includes administration,

marketing and

operations).

In addition this segment

includes the provision of

training by the Wesley

Institute of Nursing

Education.

Recognition

of Operating

Revenue and

Expenses

The Group derives

Operating Revenue from

the provision of care and

accommodation. The

daily fee is set annually

by the Ministry of Health.

In relation to the

provision of superior

accommodation above the

Government specification

the Group derives

revenue from Premium

Accommodation Charges

(“PACs”) or, in the case

of care suites, through

Deferred Management

Fees (“DMF”).

Operating Expenses

primarily include staff

costs, resident welfare

expenses and overheads.

The Group derives

Operating Revenue from

weekly service fees and

rental income. Operating

Revenue also includes

DMF accrued over the

expected occupancy

period for the relevant

accommodation.

Operating Expenses

include village property

maintenance, sales

and marketing,

and administration

related expenses.

Includes corporate office

and corporate expenses

and rental costs relating

to the Group’s two

leasehold sites.

Finance costs relate to

the cost of bank debt

acquired for the purchase

and development of

villages.

Income and expenditure

relating to the Wesley

Institute of Nursing

Education is recognised

in this segment.

1.3 Significant Events and Transactions (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS41

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

CareVillageOther

Recognition

of Fair Value

movements

on New

Developments

Fair value increases or

decreases are recognised

in other comprehensive

income (i.e. not in profit

or loss) for the fair

value movement above

historical cost.

Impairments below

historical cost

are recognised in

comprehensive income

(i.e. profit or loss).

Fair value movements

are recognised in

comprehensive income

(i.e. profit or loss).

N/A

Recognition

of Fair Value

movements on

Existing Care

Centres and

Retirement

Villages

Fair value movements

are treated the same

as above.

When sites are

decommissioned for

development this results

in an impairment of the

buildings and chattels

which is recognised in

comprehensive income

(i.e. profit or loss).

Fair value movements

are recognised in

comprehensive income

(i.e. profit or loss).

N/A

Recognition

in Underlying

Profit (refer

note 2.1

overleaf)

Fair value movements are

removed.

Fair value movements

are removed. Realised

gains on resales and

the development

margins from the sale

of independent living

units and care suites are

included, reflective of the

ownership structure of the

assets.

No material adjustments.

Asset

Categorisation

Assets used, or, in the

case of developments, to

be used, in the provision

of care are recognised

as property, plant and

equipment.

Assets used for village

operations are recognised

as investment property.

Corporate office assets

are recognised as

property, plant and

equipment. Assets include

intangibles (e.g. software).

2.1 Operating Segments (continued)

March 2023

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue 194,520 48,490 4,168 247,178

Change in fair value of investment property - 19,497 - 19,497

Change in fair value of held for sale assets - 1,886 - 1,886

Gain on purchase of business assets - 543 - 543

Other income 1,326 13,771 10 15,107

Total income 195,846 84,187 4,178 284,211

Operating expenses (174,607) (29,185) (27,630) (231,422)

Impairment of goodwill (1,766) (581) - (2,347)

Impairment of property, plant and equipment(6,531) - - (6,531)

Impairment of right of use investment property - (1,431) - (1,431)

Segment EBITDA12,94252,990 (23,452)42,480

Interest income - 411 1,348 1,759

Finance costs - - (14,315) (14,315)

Depreciation (buildings and care suites) (10,659) - (704) (11,363)

Depreciation and amortisation (chattels, leasehold

improvements and software)

(5,024) - (1,537) (6,561)

(Loss) / Profit before income tax(2,741)53,401 (38,660)12,000

Income tax benefit2,751 (18,625) 19,322 3,448

Profit / (Loss) for the year attributable to shareholders1034,776 (19,338)15,448

Other comprehensive income

Gain on revaluation of property, plant and equipment for

the year, net of tax

1 7, 5 9 2 - - 1 7, 5 9 2

Gain on revaluation of right of use asset for the year,

net of tax

- - - -

Gain on cash flow hedges, net of tax - - 1,503 1,503

Total comprehensive income / (loss) for the year

attributable to shareholders of the parent

1 7, 6 0 234,776 (17,835)34,543

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS42

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

March 2022

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Revenue 1 8 7, 4 3 441,6072,099231,140

Change in fair value of investment property - 63,475 - 63,475

Gain on purchase of business assets - 10,358 - 10,358

Other income 1,270 1,921 240 3,431

Total income 188,704 1 1 7, 3 6 1 2,339 308,404

Operating expenses (168,410) (23,719) (26,834) (218,963)

Impairment of goodwill(41 2) - - (41 2)

Change in fair value of right of use investment property - (115) - (115)

Impairment of property, plant and equipment (4 ,741) - - (4 ,741)

Segment EBITDA15,141 93,527 (24,495) 84,173

Interest income - 7 70 77

Finance costs - - (9,380) (9,380)

Depreciation (buildings and care suites) (10,899) (3) (585) (11,487)

Depreciation and amortisation (chattels, leasehold

improvements and software)

(5,780) - (1,353) (7,133)

(Loss) / Profit before income tax (1,538) 93,531 (35,743) 56,250

Income tax benefit 1,156 (4 ,3 8 0)8,1034,879

(Loss) / Profit for the year attributable to shareholders(382)89,151 (27,640) 61,129

Other comprehensive income

Gain on revaluation of property, plant and equipment for

the year, net of tax

46,359 - - 46,359

Gain on revaluation of right of use asset for the year, net

of tax

229 - - 229

Gain on cash flow hedges, net of tax - - 6,716 6,716

Total comprehensive income /(loss) for the year

attributable to shareholders of the parent

46,206 89,151 (20,924) 114,433

2.1 Operating Segments (continued)Underlying net profit after tax (“Underlying Profit”)

Underlying Profit and Underlying EBITDA are non-GAAP measures of financial performance and

considered in the determination of dividends. The calculation of Underlying Profit and Underlying

EBITDA requires a number of estimates to be approved by the Directors in their preparation. Both

the methodology and the estimates may differ among companies in the retirement village sector.

Underlying Profit and Underlying EBITDA do not represent cash flow generated during the year.

The Group calculates Underlying Profit and Underlying EBITDA by making the following adjustments

to reported Net Profit after Tax:

Net profit after tax

RemoveChange in fair value of investment property, right of use investment property

assets and cash flow hedges and impairment / reversal of impairment of property,

plant and equipment, right of use property, plant and equipment and held for sale

assets

Add backImpairment of goodwill

Add backRental expenditure in relation to right of use investment property assets

Add back /

remove

Loss / gain on sale, decommissioning or purchase of assets and business assets

including associated costs

Add backDepreciation (care suites)

RemoveInsurance income recognised in relation to material damage due to adverse

weather events

Add backDirectors’ estimate of realised gains on the resale of units and care suites sold

under an ORA

Add backDirectors’ estimate of realised development margin on the first sale of new ORA

units or care suites following the development of an ORA unit or care suite,

conversion of an existing care bed to a care suite or conversion of a rental unit to

an ORA unit

Add backDeferred taxation component of taxation expense so that only the current tax

expense is reflected

=Underlying Profit

RemoveInterest income

Add backFinance costs (including lease interest under NZ IFRS 16 Leases but excluding

hedge ineffectiveness)

Add backDepreciation and amortisation (including right of use and property, plant and

equipment)

=Underlying EBITDA

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS43

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Resale gain – Underlying Profit

The Directors’ estimate of realised gains on resales of ORA units and care suites (i.e. the difference

between the incoming resident’s ORA licence payment and the ORA licence payment previously

received from the outgoing resident) is calculated as the net cash flow received, and receivable at

the point that the ORA contract becomes unconditional and has either “cooled off” (the contractual

period in which the resident can cancel the contract) or where the resident is in occupation at

balance date.

Development margin – Underlying Profit

The Directors’ estimate of realised development margin is calculated as the ORA licence payment

received, and receivable, in relation to the first sale of new ORA units and care suites, at the point

that the ORA contract becomes unconditional and has either “cooled off” or where the resident

is in occupation at balance date, less the development costs associated with developing the ORA

units and care suites. Where the development has been acquired in a business combination the

development costs are equal to the purchase price.

The Directors’ estimate of realised development margin for conversions is calculated based on the

difference between the ORA licence payment received, and receivable, in relation to sales of newly

converted ORA units and care suites, at the point that the ORA contract becomes unconditional and

has either “cooled off” or where the resident is in occupation at balance date, and the associated

conversion costs.

2.1 Operating Segments (continued)

The table below describes the composition of development and conversion costs.

IncludedNew builds:

– the construction costs directly attributable to the relevant project, including

any required infrastructure (e.g. roads) and amenities related to the units

(e.g. landscaping) as well as any demolition and site preparation costs

associated with the project. The costs are apportioned between the ORA

units and care suites, in aggregate, using estimates provided by the project

quantity surveyor. The construction costs for the individual ORA units or care

suites sold are determined on a prorated basis using gross floor areas of the

ORA units and care suites;

– an apportionment of land value based on the gross floor area of the ORA

units and care suites developed. The value for Brownfield

1

development land

is the estimated fair value of land at the time a change of use occurred

2


(from operating as a care centre or retirement village to a development site),

as assessed by an external independent valuer. Greenfield

3

development

land is valued at historical cost; and

– capitalised interest costs to the date of project completion apportioned using

the gross floor area of ORA units and care suites developed.

Conversions:

– of care beds to care suites - the actual refurbishment costs incurred; and

– of rental units to ORA units - the actual refurbishment costs incurred and the

fair value of the rental unit prior to conversion.

Excluded – Construction, land (apportioned on a gross floor area basis) and interest

costs associated with common areas and amenities or any operational or

administrative areas.

1 Brownfield land refers to land previously utilised by, or part of, an operational aged care centre or retirement village.

2 The timing of a change of use is a Directors’ estimate. It is based on a range of factors including evidence of steps taken to secure a

resource consent and/or building consent for a particular development or stage of a development and the decommissioning of existing

operations (either through the buy-back of existing village ORA units or decommissioning of an existing care centre). Note the cost of

buybacks is not included in the development cost as an independent fair value of the land on an unencumbered basis is used as the

value ascribed to the development land.

3 Greenfield land refers to land not previously utilised by, or as part of, an operational aged care centre or retirement village. Greenfield

land is typically bare (undeveloped) land at the time of purchase.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS44

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

March 2023

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income / (loss) for the year

attributable to shareholders of the parent

1 7, 6 0 234,776 (17,835)34,543

Adjusted for Underlying Profit items

Less: Change in fair value of investment property, right

of use assets and cash flow hedges and impairment of

property, plant and equipment and held for sale assets

1

(11,061)(19,952) (1,503)(32,516)

Add: Impairment of goodwill 1,766 581 - 2,347

Add: Rental expenditure in relation to right of use asset - 158 - 158

Add: Depreciation (care suites) 9,040 - - 9,040

Less: Gain on purchase of business assets including

associated costs

(735) (147) - (882)

Less: Insurance income in relation to material damage due

to weather events

- (10,022) - (10,022)

Add: Realised resale gain - 26,992 - 26,992

Add: Realised development margin - 32,363 - 32,363

Underlying net profit before tax 16,612 64,749 (19,338)62,023

Less: Deferred tax benefit (2,751) 18,625 (19,322) (3,448)

Underlying net profit after tax 13,861 83,374 (38,660)58,575

Less: Interest income - (411) (1,348) (1,759)

Add: Finance costs (excluding hedge ineffectiveness) - - 14,315 14,315

Add: Depreciation (buildings) 1,619 - 704 2,323

Add: Depreciation and amortisation (chattels, leasehold

improvements and software)

5,024 - 1,537 6,561

Underlying EBITDA

2

20,504 82,963 (23,452)80,015

2.1 Operating Segments (continued)

March 2022

$NZ000’s

Care

Operations

Village

OperationsOtherTotal

Total comprehensive income / (loss) for the year

attributable to shareholders of the parent

46,206 89,151 (20,924) 114,433

Adjusted for Proforma items

Add: Repayment of Wage Subsidy

1

1,768 - - 1,768

Adjusted for Underlying Profit items

Less: Change in fair value of investment property, right

of use assets and cash flow hedges and impairment of

property, plant and equipment

(41 ,8 4 8) (63,359) (6,716) (111,923)

Add: Impairment of goodwill412- - 412

Add: Rental expenditure in relation to right of use asset - 2,497 - 2,497

Add: Depreciation (care suites) 8,403 - - 8,403

Add: Loss / gain on sale, decommissioning or purchase of

assets and business assets

(8) (10,422) 98 (10,332)

Add: Realised resale gain - 23,492 - 23,492

Add: Realised development margin - 32,850 - 32,850

Underlying net profit before tax 14,933 74,209 (27,542)61,600

Less: Deferred tax benefit (1,156) 4,380 (8,103) (4 ,879)

Underlying net profit after tax 13,777 78,589 (35,645)56,721

Less: Interest income - (7) (70) (77)

Add: Finance costs (excluding hedge ineffectiveness) - - 9,380 9,380

Add: Depreciation (buildings) 2,496 3 585 3,084

Add: Depreciation and amortisation (chattels, leasehold

improvements and software)

5,780 - 1,353 7, 1 3 3

Underlying EBITDA 22,053 78,585 (24,397)76,241

1 On 21 April 2020 the Group claimed, and received payment of, a COVID-19 wage subsidy totalling $1.8m. This amount has subsequently

been repaid in full on 18 May 2021 and as a result has been excluded from the table above. This proforma adjustment increases

underlying EBITDA and underlying NPAT in relation to the 12 month period to 31 March 2022 by $1.8m.

1 Includes adjustment for material damage insurance in relation to affected properties.

2 Included in this balance remains an amount of $2.0m in relation to other insurance income. This insurance income relates to

compensation for business interruption costs and lost gross profits incurred prior to 31 March 2023.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

2.2 Revenue

How we earn revenue

CareVillageOther

Daily care fees for long term and

short term rest home, hospital

and dementia residents

Deferred management fees –

independent living

Training income

Premium accommodation

charges

Village service fees –

independent living

Interest income

Deferred management fees –

care suites

Rental income – residents

without a long term occupation

right agreement

Accounting Policy

Revenue is recognised in accordance with NZ IFRS 15 Revenue from Contracts with Customers (“NZ

IFRS 15”). Deferred management fees and rental income are considered leases under NZ IFRS 16

Leases (“NZ IFRS 16”), and are therefore excluded from the scope of NZ IFRS 15. None of the Group’s

revenue, as defined by NZ IFRS 15, contains significant financing components.

Rest Home and Hospital Service Fees

A contract is in place with all care residents by means of an admission agreement. The resident

receives the benefit as the care is administered and each resident incurs a contracted daily care fee

set by the Government each year. Rest home and hospital service fees are recognised at the point in

time the services are rendered which is specifically linked to the day the service is delivered. Where

applicable these are recognised net of any associated rebates to residents.

Aged care subsidies received from the Ministry of Health, included in rest home, hospital and

dementia fee revenue within the care segment, for the year ended March 2023 amounted to $110.7m

(March 2022: $99.7m).

Premium Accommodation Charges

Premium accommodation charges are payable by residents who occupy a premium room above

the level specified by the Government. The charge is included in their admission agreement and the

charge is recognised when the accommodation is provided.

Deferred Management Fees

Deferred management fees are considered leases and are payable by residents of the Group’s units,

apartments and care suites under the terms of their ORA or unit title rights. Refer to note 3.4.

Management fees are typically payable on termination of the ORA up to a maximum percentage

of a resident’s occupation licence or unit title rights deposit for the right to share in the use and

enjoyment of common facilities.

The timing of the recognition of deferred management fees is a critical accounting estimate and

judgement. The deferred management fee is recognised on a straight line basis over the longer of

the term specified in a resident’s ORA or the average expected occupancy. The expected periods

of occupancy are based on historical Group averages, for the relevant accommodation they are

estimated to be 7 years for units, 5 years for apartments and 3 years for care suites from the date

of occupation. Estimates of deferred management fee tenure are reviewed periodically. Where a

change is made, it is the Group’s policy to recognise the aggregate impact of this change in the

period in which the change in estimate occurs.

Village Service Fees

Village service fees are charged to residents to recover a portion of village operating costs

associated with services provided including staff wages, rates, and electricity. An ORA is in place

with all village residents who receive the benefit of services throughout their stay. Village service fees

are recognised over time as services are rendered.

Training Income

Training income is received from students attending short term training courses at the Wesley

Institute of Nursing Education. Income is recognised when the course is provided.

Rental Income

Rental agreements are in place with all rental residents and set out the relevant weekly / monthly

rental fee. The resident receives the benefit throughout their stay and revenue is recognised as it

is earned.

$NZ000’sMarch 23March 22

Rest home, hospital, dementia fees 173,243 1 6 7, 8 0 4

Premium accommodation charge 5,490 4,820

Deferred management fees – independent living 36,666 30,751

Deferred management fees – care suites 14,861 14,107

Deferred management fees – leased site 2,301 2,360

Village service fees8,939 7, 6 0 5

Training income 4,127 2,094

Rental income 608 877

Other services provided to residents 943 722

247,178 231,140

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS46

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

2.3 Other Income

Interest Income

Interest income is recognised on an accruals basis using the effective interest method.

Insurance Income

Insurance income in relation to recent weather events is recognised as per note 1.3(iv).

Other Income

Other income includes administration and legal income derived from the settlement of ORAs.

$NZ000’sMarch 23March 22

Interest income1,759 77

Insurance income12,025-

Change in fair value of ineffective cash flow hedges 6 58

Gain on disposal of property, plant and equipment740-

Other income 2,336 3,373

16,8663,508

2.4 Expenses

Accounting Policy

All operating expenses are recognised on an accrual basis.

$NZ000’sNotesMarch 23March 22

Profit before income tax includes the following expenses:

Employee benefits and other staff costs

Wages and salaries

1

160,007 151,693

Termination benefits 470 686

Employee share scheme expense4.3 606 414

Other staff costs

2

3,400 3,653

164,483 156,446

Depreciation and amortisation

Depreciation of buildings

3.2 1,791 2,210

Depreciation of care suites3.29,040 8,403

Depreciation of right of use assets (buildings)3.5 532 874

Depreciation of chattels 3.2 4,354 4,827

Depreciation of right of use assets (chattels)3.5 1,553 1,867

Amortisation of software 5.2 654 439

17,924 18,620

Finance costs

Interest on senior debt facilities

13,680 3,427

Interest on Retail Bond 6,175 4,681

Agency, commitment and line fees 4,246 2,990

Interest rate swaps 155 2,236

Capitalised interest and line fees (11,356) (5,114)

Amortisation of bank fees 952 626

Bank interest 18 -

Interest on right of use assets445 534

14,315 9,380

Impairment of property, plant and equipment3.26,531 4,741

Impairment of right of use investment property1,431115

Rental expenditure in relation to right of use investment property3.5158 2,497

Impairment of goodwill5.22,347 412

1 Includes the repayment of a Covid Subsidy in the prior year.

2 Other staff costs include costs such as staff training, uniforms and recruitment.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS47

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

$NZ000’sNotesMarch 23March 22

Other expenses

Fees paid to Auditor

Audit and review of consolidated financial statements

647 540

Other assurance services – Trustee reporting 8 7

Other services – agreed upon procedures in respect of proxy voting

at the Annual Shareholder Meeting

7 7

Other services related to understanding the potential impact of

climate related reporting requirements

17 62

Total fees paid to auditor679 616

Repairs and maintenance of property, plant and equipment

including leasehold care centres

3,486 3,049

Repairs and maintenance of investment property including leasehold

investment property

1,855 1,567

Loss on disposal of property, plant and equipment- 27

Donations 13 33

Loss allowance for trade and other receivables5.3 37 28

Resident consumables18,265 1 7, 4 6 0

Movement of Residents’ share of resale gains 1,724 825

Insurance 4,981 4,332

Legal and professional services 4,390 3,676

Other expenses (no items of individual significance) 31,351 28,407

66,781 60,020

Total Expenses273,970252,231

2.4 Expenses (continued)

3. Property Assets

The Group operates care centres and retirement villages. As outlined in section 2.1, village sites are

typically investment property and care sites are typically property, plant and equipment.

What is Investment Property?

Land and buildings are classified as investment property when they are held to generate

revenue either through capital appreciation or through rental income.

As residents occupying our retirement villages live independently, the level of services provided

is seen as secondary to the provision of accommodation. Accordingly, these buildings are

classified as investment property as they are held primarily to generate DMF income.

What is Property, Plant and Equipment?

Land, buildings and chattels are classified as property, plant and equipment when

they are used to generate revenue through the provision of goods and services or for

administration purposes.

As residents occupying our care centres, including care suites, require services including nursing

care, meals and laundry the buildings in which they live are considered to be operated by the

Group to generate this revenue and are classified as property, plant and equipment.

What is a Care Suite?

Care suites are a premium offering for a resident requiring rest home or hospital level care.

The care suite is located within a care centre. Rather than pay a daily premium accommodation

charge for the provision of the premium room the residents enter into an ORA with a net

management fee.

What is Held for Sale?

Assets are classified as held for sale when the carrying amount will be recovered principally

through a sale transaction rather than through continuing use.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS48

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Classification of Serviced Apartments and Care Suites

Where services are provided to residents who occupy accommodation under an ORA, it is the

Group’s policy to assess their level of significance in the context of the overall income derived from

the serviced apartment or care suite in ascertaining whether the serviced apartment or care suite is

freehold land and buildings (referred to as property, plant and equipment) or investment property.

The Group applies the following principles when ascertaining the appropriate accounting treatment

to be applied:

CLASSIFICATION

CONSIDERATION OF SIGNIFICANCE OF CASH FLOWS

SCENARIO

Additional services

are optional

Services are

compulsory but an

insignificant portion

of total revenue

from the unit

Services are

compulsory and a

significant portion

of the total revenue

from the unit

Full ARRC

1

funded

care is compulsory

for that unit/bed

Independent living

(villa or apartment)

Care suiteServiced apartmentTraditional care bed

Qualitatively the

business model is the

provision of retirement

accommodation

Quantitatively

insignificant

(a guideline of under

20% of total revenue

is adopted) and

qualitatively the

business model is the

provision of retirement

accommodation

Quantitatively

significant.

Qualitatively the

business model is the

provision of care

Qualitatively the

business model is

the provision of care.

Quantitative

assessment not

relevant as price of

accommodation does

not change overall

purpose of the

accommodation

Investment Property

Village Assets

Property, Plant and Equipment

Care Assets

3.1 Village Assets: Investment Property

Accounting Policy

Investment property includes both freehold land and buildings and land and buildings under

development, comprising independent units, serviced apartments and common facilities, provided

for use by residents under the terms of an ORA. Investment property is held for long-term yields and

is not occupied by the Group. Investment property is held at fair value.

The fair value of investment property is determined by the Directors having taken into consideration

the valuation conducted by CBRE Limited and Colliers Limited as independent registered valuers and

the cost of work undertaken in relation to investment property under development.

The movement in the carrying value of investment property, net of additions, transfers and disposals

is recognised as a fair value movement in the Consolidated Statement of Comprehensive Income.

Fair value measurement on investment property under development is only applied if the fair value is

considered to be reliably measurable. Where the fair value of a property under development can be

determined, it is carried at fair value. Where the fair value of investment property under development

cannot be reliably determined, the carrying amount is considered to be the fair value of the land plus

the cost of work undertaken.

1 ARRC refers to age-related residential care

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS49

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

$NZ000’sNotesMarch 23March 22

Investment property under development at fair value

Opening balance

173,899143,720

Acquisition1.3(i)-8,950

Impact of change to GST taxable supplies

1

(4,397)-

Transfer from property, plant and equipment3.2-3,750

Capitalised expenditure (including land acquisitions)92,78890,531

Capitalised interest and line fees2,3012,585

Transfer to completed investment property(150,871)(89,626)

Transfer to property, plant and equipment3.2-(65)

Transfer to held for sale3.3(5,714)-

Change in fair value during the year – developments as at

balance date

33,73213,643

Change in fair value during the year – developments completed

during the year

2

-411

Closing balance141,738173,899

Completed investment property at fair value

Opening balance

1,204,653956,083

Acquisition1.3(i)138,010104,022

Impact of change to GST taxable supplies

1

(4,080)-

Transfer from investment property under development150,87189,626

Transfer to property, plant and equipment3.2(1,552)-

Transfer to held for sale3.3(29,119)-

Capitalised expenditure5,4374,209

Capitalised interest and line fees5,9981,292

Impairment as a result of weather events

3

(8,917)-

Change in fair value during the year - existing villages(13,782)22,511

Change in fair value during the year – recently completed

developments

2

8,46426,910

Closing balance1,455,9831,204,653

Total investment property1 , 5 9 7,7 2 11,378,552

Change in Fair Value Recognised in the Consolidated Statement of Comprehensive Income

$NZ000’sMarch 23March 22

Increase in fair value of investment property219,169278,749

Add / (Less): Transfers to property, plant and equipment, right of use assets and

held for sale during the year

36,385 (3,685)

Less: Capitalised expenditure including capitalised interest(98,047)(165,152)

Less: Resident obligations on acquisition (138,010)(4 6,4 3 7 )

Change in fair value recognised in

Consolidated Statement of Comprehensive Income

19,49763,475

Included in the above change in fair value is an amount of $1.0m (decrease) in respect to fair value

moments since acquisition date of the Remuera Rise site and $3.0m (decrease) in respect to the

Bream Bay site (March 2022: $9.8m (increase) in respect to fair value moments since acquisition date

of the Waterford site). The decrease in fair value at Bream Bay has arisen predominantly on first sell

down of vacant units.

A reconciliation between the valuation and the amount recognised as investment property is

as follows:

$NZ000’sMarch 23March 22

Investment Property under development

Valuation

141,738173,899

141,738173,899

Completed Investment Property

Valuation

74 4,733 592,982

Add: Refundable occupation licence payments 884,890 732,714

Add: Residents’ share of resale gains5,920 6,780

Less: Management fee receivable (147,278) (113,066)

Less: Resident obligations for units not included in valuation (32,282) (14,757)

1,455,983 1,204,653

Total investment property at fair value1 , 5 9 7,7 2 11,378,552

1 Relates to GST claimed on land purchased in a prior period subject to a change in use adjustment in the current period.

2 Recently completed developments refers to those developments which were being sold down during the year.

3 The above differs from the insurance income expected in instances where an indemnity value approach has been agreed

with the insurers.

3.1 Village Assets: Investment Property (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS50

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Where an incoming resident has an unconditional ORA in respect of a retirement village unit and

the corresponding outgoing resident for that same accommodation has not yet been refunded, the

independent valuation is adjusted for the incoming resident balances only. In certain circumstances

accommodation under an ORA is valued as development land. In these situations the independent

valuation is not adjusted for the refundable amounts and consequently no offsetting “gross up” is

required. An adjustment of $33.1m (March 2022: $14.8m) is included in the above reconciliation to

reflect this.

The valuation of investment property is adjusted for cash flows relating to refundable occupation

licence payments, residents’ share of resale gains and management fee receivable recognised

separately on the Consolidated Balance Sheet and also reflected in the valuation model.

Why do we adjust for the liability to residents?

In the external valuation the fair value of investment property includes an allowance for the

amount that is payable by the Group to residents already in occupation within the property.

However, this liability to existing residents is recognised in the Group’s Consolidated Balance

Sheet (referred to as refundable occupation right agreements – refer to note 3.4). Accordingly,

the Group adds this net liability to residents to the external valuation to “gross up” the fair value

of investment property and avoid double counting the liability to residents.

Valuation Process and Key Inputs

Investment Property under Development

CBRE Limited and Colliers Limited (together the ‘external valuers’) provided valuations of

development land in respect of investment property under development as at 31 March 2023.

The fair value of investment property is determined by the Directors having taken into consideration

the valuation conducted by the external valuers as independent registered valuers and the cost of

work undertaken in relation to investment property under development.

The Group has applied the following methodology in relation to the measurement of investment

property under development:

Practical completion not achieved

Where the development still requires substantial work such that practical completion is not going to

be achieved, and a reliable estimate of fair value cannot be made, at or close to balance date, the

fair value recognised is the fair value of the development land per the Directors’ valuation plus the

cost of any work in progress. An amount of $59.5m as at 31 March 2023 (March 2022: $51.1m) has

been recognised in relation to these development sites.

Where an individual development is of both investment property and freehold buildings in nature,

the fair value of land and work in progress is apportioned between investment property under

development and freehold land and buildings under development, by applying the estimated gross

floor area for these respective areas of the development based on information obtained from the

project quantity surveyors at the planning and design stages.

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or close to, balance date

the investment property is measured at its completed fair value per the Directors’ valuation with an

adjustment made for any estimated costs, in accordance with the project budget, to be incurred to

complete the development, and is then transferred to completed investment property.

Completed Investment Property

As required by NZ IAS 40 Investment Property, the valuation of investment property is adjusted for

cash flows relating to refundable occupation licence payments, residents’ share of resale gains and

management fees receivable recognised separately on the Consolidated Balance Sheet and also

reflected in the valuation model.

The Group’s interest in all completed investment property was valued on 31 March 2023 by CBRE

Limited and Colliers Limited, at a total of $744.7m (March 2022: $592.9m).

Property Specific Assumptions

Seismic Assessments

The external valuations, and accordingly the fair value of investment property, incorporates

an allowance in relation to remediation to properties where seismic strength testing has been

carried out.

Weather Events: Auckland Floods and Cyclone Gabrielle

The fair value of completed investment property has been adjusted downwards for the cost of

future works to be undertaken to remediate damage caused by the Auckland Floods and Cyclone

Gabrielle, an amount of $7.7m.

Key Accounting Estimates and Judgements

All investment properties have been determined to be Level 3 (March 2022: Level 3) in the fair value

hierarchy as the fair value is determined using inputs that are unobservable.

Significant Unobservable Inputs

The significant unobservable input used in the fair value measurement of the Group’s development

land is the value per m

2

assumption. Increases in the value per m2 rate result in the corresponding

increases in the total valuation.

The significant unobservable inputs used in the fair value measurement of the Group’s portfolio of

completed investment property are the discount rate and property price growth rate. There are no

interdependencies or interplays between unobservable inputs.

3.1 Village Assets: Investment Property (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS51

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

The following assumptions have been used to determine fair value:

Significant InputDescription20232022

Discount rateThe pre-tax discount rate14.0% - 20.0 %

(median: 15.0 %)

14.0% - 20.0%

(median: 15.0%)

Property price

growth rate

Anticipated annual property price growth over

the cash flow period 0-4 years

0.0 % - 3.0 %0.5% - 3.0%

Property price

growth rate

Anticipated annual property price growth over

the cash flow period 5+ years

2.5 % - 3.5 %2.5% - 3.5%

Sensitivities

At 31 March 2023Adopted Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s

74 4,733

Difference $NZ000’s(24,447)26,54143,075(4 0, 216)

Difference %(3.3%)3.6%5.8%(5.4%)

At 31 March 2022Adopted Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed investment

property

Valuation $NZ000’s

592,982

Difference $NZ000’s(19,656)20,28132,693(30,888)

Difference %(3.3%)3.4%5.5%(5.2%)

The stabilised occupancy period is a key driver of the CBRE Limited valuation. A significant increase

/ (decrease) in the occupancy period would result in a significantly lower/ (higher) fair value

measurement.

Significant Input20232022

Stabilised Occupancy Period2.5 yrs – 8.9 yrs (median: 7.3 yrs)2.7yrs – 8.8yrs (median: 7.1yrs)

Current ingoing price, for subsequent resales of ORAs, is a key driver of the CBRE Limited and

Colliers Limited valuations. A significant increase / (decrease) in the ingoing price (as driven by the

property growth rates) would result in a significantly higher / (lower) fair value measurement.

3.1 Village Assets: Investment Property (continued)3.2 Care Assets: Property, Plant and Equipment

Accounting Policy

Property, plant and equipment comprises owner-occupied freehold land and buildings and plant

and equipment operated by the Group for the provision of care services, care suites and land and

buildings that are to be developed into care centres in the future.

Following initial recognition at cost, completed owner occupied freehold land and buildings and

land and buildings under development are carried at fair value. Independent valuations are

performed with sufficient regularity to ensure that the carrying amount does not differ materially

from the assets’ fair value at balance date. Any depreciation at the date of valuation is deducted

from the gross carrying value of the asset, and the net amount is restated to the revalued amount

of the asset. In periods where no valuation is carried out, the asset is carried at its revalued amount

plus any additions, less any impairment and less any depreciation incurred since the date of the

last valuation.

All other plant and equipment is stated at historical cost less depreciation and impairment. Historical

cost includes expenditure that is directly attributable to the acquisition of the items.

In relation to land and buildings under development, fair value is determined by the Directors having

taken into consideration the valuation conducted by CBRE Limited as an independent registered

valuer and the cost of work undertaken.

A property under construction is classified as land and buildings within property, plant and

equipment where the completed development will be classified as such and as investment

property where the completed development will be classified as an investment property. Fair value

measurement on property under construction is only applied if the fair value is reliably measurable.

Where the fair value of property under construction cannot be reliably determined the value is the

fair value of the land plus the cost of work undertaken. Property under construction classified as

land and buildings under development is revalued annually and is not depreciated.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as

appropriate, only when it is probable that future economic benefits associated with the item will flow

to the Group and the cost of the item can be measured reliably. All other repairs and maintenance

are expensed to the Consolidated Statement of Comprehensive Income during the financial period in

which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings above cost are

credited to the asset revaluation reserve in other comprehensive income; increases that offset

previous decreases taken through profit or loss are recognised in profit or loss. Decreases that

offset previous increases of the same asset are charged against the asset revaluation reserve in

other comprehensive income; all other decreases are charged to profit or loss. When revalued assets

are sold, or held for sale, the amounts included in the reserve are transferred to retained earnings.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS52

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to

allocate their cost, net of their residual values, over their estimated useful lives, as follows:

CategoryUseful Life Range

Weighted Average

Depreciation Rate

- Freehold buildings10 - 50 years2.4%

- Chattels and leasehold improvements2 - 50 years20%

- Motor vehicles5 years22%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each

balance date. No depreciation is charged in the year of sale for all assets other than buildings in

which case depreciation is charged to the earlier of the date of classification to held for sale or the

date of sale.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s

carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing the net disposal proceeds

with the carrying amount of the asset. These are included in the Consolidated Statement of

Comprehensive Income.

3.2 Care Assets: Property, Plant and Equipment (continued)

$NZ000’sNotes

Freehold Land

and Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Year ended 31 March 2023

Opening net book amount

105,150 113,031 448,426 19,985 686,592

Additions45,340 1,000 5,345 3,442 55,127

Impact of change to GST

taxable supplies

1

(894)---(894)

Capitalised interest and line

fees

2,680 - 381 - 3,061

Disposals - - - (2) (2)

Depreciation - - (10,831) (4,35 4) (15,185)

Transfer from investment

property

3.1--1,552 - 1,552

Transfer to held for sale3.3 (1,319) (14,740) (14,418) (1,519) (31,996)

Reclassification within

Property, Plant and Equipment

(58,452) 16,035 42,417 - -

Revaluation surplus

Comprehensive income

- Impairment as a result of

weather events

--(1,943)-(1,943)

- Existing care centres(2,189) (640) (1,759) - (4,588)

- Care centres recently

developed / under

development

- - - - -

Other comprehensive income

2

- Existing care centres (2,014) (5,615) 27,278 - 19,649

- Care centres recently

developed / under

development

796 - - - 796

Closing net book amount 89,098 109,071 496,448 17,552 712,169

At 31 March 2023

Cost

- - - 54,548 54,548

Valuation 89,098 109,071 496,448 - 694,617

Accumulated depreciation - - - (36,996) (36,996)

Net book amount89,098 109,071 496,448 17,552 712,169

1 Relates to GST claimed on land purchased in a prior period subject to a change in use adjustment in the current period.

2 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS53

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

3.2 Care Assets: Property, Plant and Equipment (continued)

$NZ000’sNotes

Freehold Land

and Buildings

Under

Development

Freehold

Land

Freehold

Buildings

Chattels and

Leasehold

ImprovementsTotal

Year ended 31 March 2022

Opening net book amount

54,767 92,800 4 3 7, 0 7 9 19,627 604,273

Additions 45,071 1,259 4,919 5,300 56,549

Capitalised interest and line

fees

1,067 - 170 - 1,237

Disposals - - - (115) (115)

Depreciation - - (10,613) (4 ,8 27 ) (15,440)

Transfer from investment

property

3.1 65 (3,750) - - (3,685)

Reclassification within

Property, Plant and Equipment

320 - (320) -

Revaluation surplus

Comprehensive income

- Existing care centres

- 152 (4 ,9 6 3 ) - (4 ,81 1)

- Care centres recently

developed / under

development

- - 70 - 70

Other comprehensive income

1

- Existing care centres- 22,570 8,024 - 30,594

- Care centres recently

developed / under

development

3,860 - 14,060 - 1 7, 9 2 0

Closing net book amount 105,150 113,031 448,426 19,985 686,592

At 31 March 2022

Cost

- - - 56,981 56,981

Valuation 105,150 113,031 448,426 - 666,607

Accumulated depreciation - - - (36,996) (36,996)

Net book amount 105,150 113,031 448,426 19,985 686,592

1 The revaluation noted in the Statement of Comprehensive Income differs from the above due to deferred tax, refer note 5.1.

Land and Buildings Under Development

A valuation in respect of development land was provided by CBRE Limited as at 31 March 2023.

Any costs incurred to 31 March 2023 on the developments are included in arriving at the fair value

as at 31 March 2023.

The Group has applied the following methodology in relation to the measurement of land and

buildings under development:

Practical completion not achieved

Where the development still requires substantial work such that practical completion is not going to

be achieved, and a reliable estimate of fair value cannot be made, at or close to balance date, the

fair value recognised is the fair value of the development land per the Directors’ valuation plus the

cost of any work in progress. An amount of $63.9m as at 31 March 2023 (March 2022: $59.1m) has

been recognised in relation to these development sites.

Where an individual development is of both investment property and freehold buildings in nature,

the fair value of land and work in progress is apportioned between investment property under

development and freehold land and buildings under development, by applying the estimated gross

floor area for these respective areas of the development based on information obtained from the

project quantity surveyors at the planning and design stages.

Practical completion achieved

Where a development is practically completed, or likely to be completed at, or close to, balance date

the land and buildings are measured at its completed fair value per the Directors’ valuation with an

adjustment made for any estimated costs, in accordance with the project budget, to be incurred to

complete the development, and is then transferred to completed land and buildings.

Completed Land and Buildings

A valuation in respect of completed land and buildings was provided by CBRE Limited as at

31 March 2023.

The valuation of the Group’s care centres was apportioned to land, buildings, chattels and goodwill.

The fair value of land and buildings as calculated by CBRE Limited is based on the level of rent

able to be generated from the maintainable net cash flow of the site subject to average efficient

management. The fair value of the Group’s land and buildings as determined by the Directors is

based on these apportionments. However, chattels are carried at historic cost less depreciation

and the amount apportioned to goodwill by CBRE Limited is not recorded in the consolidated

financial statements.

Care Suites and Serviced Apartments

As discussed earlier in note 3, where services are provided to residents who occupy accommodation

under an ORA, it is the Group’s policy to look at the significance of these services in the context of

the overall revenue derived from the care suite or serviced apartment in ascertaining whether the

care suite or serviced apartment is property, plant and equipment or investment property. Care

suite residents occupying accommodation under an ORA receive a significant level of services.

Hence, they are included in property, plant and equipment. Care suite land and buildings are

held at fair value.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS54

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Property Specific Assumptions

Weather Events: Auckland Floods and Cyclone Gabrielle

The fair value of completed freehold buildings has been adjusted downwards for the cost of

future works to be undertaken to remediate damage caused by the Auckland Floods and Cyclone

Gabrielle, an amount of $1.8m.

Key Accounting Estimates and Judgements

All land and buildings have been determined to be Level 3 (March 2022: Level 3) in the fair value

hierarchy as the fair value is determined using inputs that are unobservable.

Critical Judgements and Estimates in Applying Accounting Policies

Classification of Care Suites

An area of significant judgement is determining the classification of those properties which are

operated as care suites. Refer note 3 for further information.

Valuation of Freehold Land and Buildings

The valuation approach for the freehold land and buildings as at 31 March 2023 was an income

capitalisation approach and/or discounted cash flow analysis supplemented by the direct

comparison approach. The valuation is determined by the capitalisation of net cash flow profit/

earnings before interest, tax, depreciation, amortisation and rent (“EBITDAR”) under the assumption

a positive cash flow will be generated into perpetuity. Capitalisation rates used for the 31 March

2023 valuation range from 11.25% to 16.25 % with a median value of 12.50% (March 2022: 11.5%

to 16.5% with a median value of 13.0%). The valuation was apportioned between land, buildings,

chattels / plant and equipment and goodwill to determine the fair value of the assets.

The significant unobservable input used in the fair value measurement of the Group’s development

land is the value per m

2

assumption. Increases in the value per m2 rate result in corresponding

increases in the total valuation.

The significant unobservable input used in the fair value measurement of the Group’s portfolio

of completed land and buildings is the capitalisation rate applied to earnings. A significant

decrease/ (increase) in the capitalisation rate would result in significantly higher / (lower) fair

value measurement.

Sensitivities

At 31 March 2023

Adopted

Value

Capitalisation

Rate +50 bp

Capitalisation

Rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

605,519

Difference $NZ000’s(35,120)39,359

Difference %(5.8%)6.5%

At 31 March 2022Adopted Value

Capitalisation

Rate +50 bp

Capitalisation

Rate -50 bp

Freehold land and buildings

Valuation $NZ000’s

561,457

Difference $NZ000’s(34,642)38,684

Difference %(6.2%)6.9%

At 31 March 2023

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed care suite property

Valuation $NZ000’s

188,380

Difference $NZ000’s(6,184)6,713(10,173)10,896

Difference %(3.3%)3.6%(5.4%)5.8%

At 31 March 2022

Adopted

Value

Discount Rate

+0.5%

Discount Rate

-0.5%

Property

Growth Rate

+50 bp

Property

Growth Rate

-50 bp

Completed care suite property

Valuation $NZ000’s

188,380

Difference $NZ000’s(6,244)6,44310,386(9,813)

Difference %(3.3%)3.4%5.5%(5.2%)

Carrying Value of Assets

The carrying amount at which both land and buildings would have been carried had the assets been

measured under historical cost is as follows:

$NZ000’s

Freehold

land

Freehold

buildings

Freehold land and

buildings under

developmentTotal

Carrying amount

- Historical cost 2023

32,161250,77435,813318,748

Carrying amount

- Historical cost 2022

31,1612 7 7, 0 2 635,138343,325

3.2 Care Assets: Property, Plant and Equipment (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS55

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

3.3 Held for Sale

Assets are classified as held for sale when their carrying amount is to be recovered principally

through a sale transaction and a sale is considered highly probable. They are stated at the lower of

carrying amount and fair value less costs to sell, except for investment property assets held for sale

which are carried at fair value.

As at 31 March 2023 ten sites are being actively marketed for sale and as such meet the definition

of held for sale. These sites and their respective land, building, investment property and plant and

equipment have been reclassified for reporting purposes. As at 31 March 2023 one Right of Use

Investment Property also met the definition of held for sale, refer to 1.3(ii)

Assets previously classed as Investment Properties and Right of Use Investment Properties are held

on the Consolidated Balance Sheet at their fair value, assets previously classed as Property, Plant

and Equipment are held on the Consolidated Balance Sheet at current valuation, which is the lower

of fair value less costs to sell and the carrying amount.

Changes in fair value from the date of classification to held for sale are recognised in comprehensive

income. See note 3.4 for resident liabilities associated with these held for sale assets.

$NZ000’sNotesMarch 23March 22

Opening balance - -

Transfer from investment property3.1 34,833 -

Transfer from property, plant and equipment3.2 31,996 -

Transfer from right of use assets3.5 31,995 -

Additions 942 -

Change in fair value during the year 1,886 -

Closing balance 101,652 -

3.4 Refundable Occupation Right Agreements

What is an ORA?

An ORA is a contract which sets out the terms and conditions of occupation of an independent

living unit or care suite. A new resident is charged a refundable occupation licence payment in

consideration for the right to occupy one of the Group’s units, apartments or care suites. On

termination of the ORA the occupation licence payment is repaid to the exiting resident.

What is DMF?

An amount equal to a capped percentage of the occupation licence payment is charged by the

Group as a management fee for the right of use and enjoy the common areas of the village. The

deferred management fee is payable by the resident on termination of the ORA.

Accounting Policy

The occupation licence payment becomes payable when the ORA is unconditional and has either

“cooled off” or where the resident is in occupation. The Group has a legal right to set-off any

amounts owing to the Group by a resident against that resident’s occupation licence payment. Such

amounts include deferred management fees, recovery of village operating costs and recovery of

outstanding obligations to the village.

The management fee receivable is recognised in accordance with the terms of the resident’s ORA.

The deferred management fee represents the difference between the management fees receivable

under the ORA and the portion of the management fee accrued which is recognised on a straight-

line basis over the longer of the term specified in a resident’s ORA or the average expected

occupancy for the relevant accommodation i.e. 7 years for units, 5 years for apartments and 3 years

for care suites (March 2022: 7yrs, 5yrs, 3yrs).

The management fee recognised in the Consolidated Statement of Comprehensive Income

represents income earned in line with the average expected occupancy.

Included in the obligation to residents is an estimate of the amount expected to be paid to those

residents whose ORA or unit title arrangement allows them to participate in the resale gain of the

unit or apartment they occupy.

As the refundable occupation licence payment is repayable to the resident upon termination (subject

to a new ORA being issued to an incoming resident), the fair value is equal to the amortised cost,

being the amount that can be demanded.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS56

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

$NZ000’sMarch 23March 22

Village

Refundable occupation licence payments

884,890 732,714

Residents’ share of resale gains5,9206,780

Less: Management fee receivable (per contract)(191,599)(149,636)

699,211589,858

Leasehold Village

1

Refundable occupation licence payments-38,650

Less: Management fee receivable (per contract)-(9,019)

-29,631

Care Suites

Refundable occupation licence payments

215,206 186,987

Accommodation rebate 83 144

Less: Management fee receivable (per contract)(34,922)(30,855)

180,367156,276

Total refundable occupation right agreements879,578 775,765

Held for Sale

2

Refundable occupation licence payments 58,475 -

Residents’ share of resale gains220-

Less: Management fee receivable (per contract)(15,282) -

43,413 -

3.4 Refundable Occupation Right Agreements (continued)

1 Leasehold village balances relate to those refundable occupation licence payments and management fee receivable in relation to the

Everil Orr site. The leasehold arrangement meets the definition of held for sale as at 31 March 2023.

2 The amount on the face of the Balance Sheet in relation to refundable occupation right agreements held for sale includes an amount

of $3.7m in relation to deferred management fees detailed further in this note.

Reconciliation of Management Fees recognised under NZ IFRS and per ORA

$NZ000’sMarch 23March 22

Village

Management fee receivable (per contract)

(191,599)(149,636)

Deferred management fee44,32136,570

Management fee receivable (per NZ IFRS) (147,278)(113,066)

Leasehold Villages

Management fee receivable (per contract)

-(9,019)

Deferred management fee-3,165

Management fee receivable (per NZ IFRS)-(5,854)

Care Suites

Management fee receivable (per contract)

(34,922)(30,855)

Deferred management fee1,0132,332

Management fee receivable (per NZ IFRS) (33,909)(28,523)

Held for Sale

Management fee receivable (per contract)

(15,282) -

Deferred management fee3,679 -

Management fee receivable (per NZ IFRS) (11,603) -

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS57

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

3.5 Leases

What’s a right of use asset?

Right of use assets are assets held under a lease arrangement. It represents the value of

the lessee’s right to use an asset over the life of the lease. There is a corresponding lease

liability on the Consolidated Balance Sheet which represents the present value of the future

lease payments.

Accounting Policy

Right of use assets and lease liabilities arising from a lease are initially measured on a present

value basis. Lease liabilities include the net present value of the remaining lease payments.

Lease payments to be made under reasonably certain extension options are also included in

the measurement of the liabilities.

Right of use assets are initially recognised at cost, comprising of the initial amount of the lease

liability less any lease incentives received. Right of use assets relating to equipment and motor

vehicles, recognised in chattels, are subsequently depreciated using the straight line method

from the commencement date to the end of the lease. Right of use assets relating to care centres

are subsequently measured at fair value as determined by the Directors having taken into

consideration the valuation performed by CBRE Limited. In considering the lease term, the Group

applies judgement in determining whether it is reasonably certain that an extension or termination

option will be exercised.

The lease payments are discounted using the interest rate Implicit in the lease. If that rate cannot

be readily determined the incremental borrowing rate at the commencement of the lease is used.

Right of Use Asset

$NZ000’s

12 months ended 31 March 2023Notes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value 33,373 4,188 3,578 41,139

Additions 53 439 1,336 1,828

Disposals - (4 0) (14) (54)

Modifications-(3,772)-(3,772)

Depreciation - (532) (1,553) (2,085)

Transfer to held for sale3.3 (31,995)--(31,995)

Gain on disposal/modification-657-657

Revaluation for the year –

Comprehensive Income

(1,431)-- (1,431)

Revaluation for the year

1

- Other

Comprehensive Income

- - - -

Net book value as at 31 March 2023- 940 3,347 4,287

$NZ000’s

12 months ended 31 March 2022Notes

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value 33,4464,1694,09941,714

Additions 42 1,608 1,346 2,996

Disposals - (1,034) - (1,034)

Depreciation - (874) (1,867) (2,741)

Revaluation for the year –

Comprehensive Income

(115) - - (115)

Revaluation for the year – Other

Comprehensive Income

- 319 - 319

Net book value as at 31 March 2022 33,373 4,188 3,578 41,139

$NZ000’s

31 March 2023

Investment

Property

Land and

BuildingsChattelsTotal

Cost - - 10,51010,510

Valuation-940 - 940

Accumulated depreciation - - (7,163)(7,163)

Net book value as at 31 March 2023-9403,3474,287

A reconciliation between the valuation and the amount recognised on the Consolidated Balance

Sheet as right of use investment property is as follows:

$NZ000’sMarch 23March 22

Right of use Investment Property

Valuation

- 577

Add: Refundable occupation licence payments- 38,650

Less: Management fee receivable- (5,854)

-

1

33,373

1 All interests in the operations of the Everil Orr leasehold site were transferred to held for sale during the year.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS58

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Lease Liabilities

$NZ000’s

Year Ended 31 March 2023

Investment

Property

Land and

BuildingsChattelsTotal

Opening net book value - 5,986 3,908 9,894

Additions - 435 1,321 1,756

Disposals-- (17)(17)

Interest - 111 334 445

Modification-(4,029)-(4,029)

Lease payments made - (1,342) (1,909) (3,251)

Lease liabilities as at 31 March 2023 - 1,161 3,637 4,798

$NZ000’s

Year Ended 31 March 2022

Investment

Property

Land and

Buildings Chattels Total

Opening net book value -7, 0 2 14,49211,513

Additions- 1,605 1,346 2,951

Disposals- (1,750) - (1,750)

Interest - 353 327 680

Lease payments made - (1,243) (2,257) (3,500)

Lease liabilities as at 31 March 2022-5,9863,9089,894

Lease of Investment Property

The Group leased one site, Everil Orr, which met the definition of investment property. The site

comprised both apartments and common facilities provided for use by residents under the terms

of an ORA. Payments to the lessor under this lease were made as ORAs are sold. Subsequent cash

flows upon the sale and resale of the units were shared between the lessor and the Group.

On 3 March 2023 the Group entered into a Deed with Airedale Property Trust in respect of its

leasehold interest at the Everil Orr site in Mt Albert in Auckland. Post that date the care building was

closed and residents and employees were retained by Oceania and transferred to other sites across

Auckland. The care operations were closed on 21 March 2023 and the lease terminated on 31 March

2023. On 31 March 2023 the Group’s operating interest in relation to village operations at Everil

Orr met the definition of held for sale. An amount of $1.1m in respect of the purchase of the Group’s

operational interest was received in full on 3 April 2023.

The carrying value of the right of use asset as at 31 March 2023 in respect of this leased site is

recognised in held for sale at a value of $31.8m as at 31 March 2023 (31 March 2022: $33.4m in

relation to the village site recognised as right of use investment property and $1.2m in relation to the

care site recognised in right of use land and buildings).

Lease of Property, Plant and Equipment

The Group leases one care centre (March 2022: two care centres) which is valued as right of use

assets as well as one corporate office building and various equipment and motor vehicles.

A valuation in respect of right of use property assets was provided by CBRE Limited as at

31 March 2023.

4. Shareholder Equity and Funding

4.1 Shareholder Equity and Reserves

March 2023

Shares

March 2022

Shares

March 2023

$NZ000’s

March 2022

$NZ000’s

Share capital

Issued and fully paid up capital

720,555,185710,204,500713,374705,291

Total contributed equity720,555,185710,204,500713,374705,291

Movements

Opening balance of ordinary shares issued

710,204,500689,276,946705,291675,625

Shares issued for employee share scheme 1,174,602 9 3 7, 2 1 3--

Shares issued for dividend reinvestment plan 9,176,083 7, 5 2 5 , 0 8 78,08310,141

Treasury shares reacquired-(3,164,556)--

Share issue (rights issue)-15,629,810-20,000

Capitalised costs in relation to rights issue---(475 )

Closing balance of ordinary shares issued720,555,185710,204,500713,374705,291

All ordinary shares rank equally with one vote attached to each fully paid ordinary share. The shares

have no par value. The Company incurred no transaction costs issuing shares during the period

(31 March 2022: nil).

Share Issue (Rights Issue)

On 16 April 2021, a total of 15,619,810 ordinary shares were issued with a value of $20.0m ($1.2796

per share) were issued in relation to the Retail Offer. Fees incurred of $0.5m have been offset against

funds raised.

3.5 Leases (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS59

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Dividend Reinvestment Plan (“DRP”)

On 25 July 2019, the Board approved the implementation of a dividend reinvestment plan for

New Zealand and Australian shareholders. This plan has been effective for all subsequent dividends.

This plan shall also be effective for the dividend payable on 21 June 2023 at a discount of 1% to the

volume weighted average price of shares sold on the NZX Main Board over a period of five trading

days starting on 6 June 2023. The dividend reinvestment plan shall apply to those shareholders who

have provided a participation election by 5:00pm on the dividend election date, being 8 June 2022.

March 2023

value per share

March 2023

number of

shares

March 2022

value per share

March 2022

number of

shares

Reinvestment of final dividend for the prior period $0.98753,823,536$1.40403,963,659

Reinvestment of interim dividend for the period $0.80415,352,547$1.28373,561,428

Long Term Incentive (“LTI”)

On 15 September 2020 the Board approved a new Long Term Incentive Scheme for its senior

executives (“LTI Scheme”). The LTI Scheme has been established to:

– provide an incentive to key executives to commit to Oceania for the long term; and

– align these executives’ interests with the interests of Oceania’s shareholders.

Participants in the Scheme will be granted Share Rights from time to time which will, on vesting,

convert into an entitlement to receive ordinary shares. Vesting will depend on achievement of certain

performance hurdles relating to Oceania’s total shareholder return relative to the NZX50 and, for

certain schemes Oceania’s performance against EBITDA targets.

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 Oceania Healthcare Limited, 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 the 2020 and 2021 grant are divided between two performance hurdles;

– 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; and

– For the second performance hurdle, Share Rights will qualify for vesting if the Group’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.

The Share Rights for the 2022 grant are subject to one performance hurdle. Share Rights will qualify

for vesting on a straight line basis, from 0%, where the TSR from the commencement date to the

measurement date is equal to the 25th percentile of the NZX50 Group, to 100% where the TSR is

equal to or greater than the 75th percentile of the NZX Group.

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 the Group before the vesting

date (except in certain circumstances).

Recognition and Measurement

– On 18 November 2022, 1,430,150 share rights were issued for nil consideration and a nil exercise

price in relation to the LTI Scheme for the provision of performance based remuneration in relation

to the 2022 tranche.

– On 6 September 2021, 1,078,125 share rights were issued for nil consideration and a nil exercise

price in relation to the LTI Scheme for the provision of performance based remuneration in relation

to the 2021 tranche.

Vesting

– Of the 1,951,873 shares granted in respect of the 2020 LTI scheme a total of 349,007 have now

vested and will be issued to the two remaining participants.

Dividends

On 24 May 2023, a final dividend of 1.3 cents per share (not imputed) was declared and will be paid

on 21 June 2023. The record date for entitlement is 7 June 2023.

March 2023

cents

per share

March 2023

$NZ000’s

March 2022

cents

per share

March 2022

$NZ000’s

Final dividend for the prior period 2.316,3352.114,475

Interim dividend for the period 1.913,5892.114,840

Total dividends declared during the period

1

29,92429,315

Asset Revaluation Reserve

The asset revaluation reserve is used to record the revaluation of freehold land and buildings and

land and buildings under development. The amounts are recognised in the Consolidated Statement

of Comprehensive Income when it affects profit or loss. Refer to note 3.2.

Cash Flow Hedge Reserve

The cash flow hedge reserve is used to record gains or losses on instruments used as cash flow

hedges. The amounts are recognised in the Consolidated Statement of Comprehensive Income when

the hedged transaction affects profit or loss. Refer to note 5.6.

4.1 Shareholder Equity and Reserves (continued)

1 Total dividends declared during each period differs to dividends paid per the Consolidated Statement of Changes in Equity as a result of

dividends payable on shares held within the Group.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS60

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

4.2 Earnings per share

Basic

Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted

average number of ordinary shares outstanding during the period.

March 2023March 2022

Profit after tax ($’000)15,44861,129

Weighted average number of ordinary shares outstanding (‘000s)715,333705,400

Basic earnings per share (cents per share)2.28.7

Diluted

Diluted Earnings per share is calculated by adjusting the weighted average number of ordinary

shares outstanding to assume conversion of all dilutive potential ordinary shares. As at 31 March

2023 there were 349,007 shares with a dilutive effect (31 March 2022: nil).

March 2023March 2022

Profit after tax ($’000)15,44861,129

Weighted average number of ordinary shares outstanding (‘000s)715,683705,400

Basic earnings per share (cents per share)2.28.7

4.3 Employee Share Based Payments

Employee Share Plan

On 27 September 2022, 1,174,602 shares were issued as part of an employee share scheme (“ESS”).

All permanent employees as at that date were invited to participate. Full time employee participants

were allocated an equivalent of $800 of shares and part time employee participants were

allocated an equivalent of $400 of shares. The shares are held in trust and will be transferred to the

employee if the employee remains employed by Oceania (or any of its subsidiaries) for the following

three years.

In the comparative year, on 7 December 2021, 937,213 shares were issued as part of the ESS.

4.4 Borrowings

Accounting Policy

Borrowings are initially recognised at fair value, including transaction costs incurred. Borrowings are

subsequently measured at amortised cost. Any difference between the proceeds (net of transaction

costs) and the redemption amount is recognised in the Consolidated Statement of Comprehensive

Income over the period of the borrowings using the effective interest method.

Specific borrowing costs directly attributable to the acquisition, construction or production of

qualifying assets, which are assets that necessarily take a substantial period of time to get ready for

their intended use or sale, are added to the cost of those assets, until such a time as the assets are

substantially ready for their intended use. Other borrowing costs are recognised in the Consolidated

Statement of Comprehensive Income in the year in which they are incurred.

$NZ000’sMarch 2023March 2022

Secured

Bank loans

332,764 154,845

Deferred payment on acquisition 250 3,500

Capitalised loan costs (1,990)(270)

Retail Bond – OCA010 125,000 125,000

Retail Bond – OCA020 100,000 100,000

Capitalised bond costs (2,435)(2,935)

Total borrowings 553,589 380,140

Current 250 3,250

Non current 557,764 380,095

Total borrowings excluding capitalised loan costs 558,014 383,345

Recognition and Measurement

Bank Loans

Interest is charged using the BKBM Bill rate plus a margin and line fee. Interest rates applicable in the

year to 31 March 2023 ranged from 4.05% to 7.52%(March 2022: 2.48% to 3.7%).

Deferred Payment on Acquisition of Previously Leased Site

Relates to the purchase of a previously leased site. The deferred payment is secured by a first

charge mortgage over the property. No interest is charged unless the payment is in default.

Retail Bond

NZDX IDIssue DateNo. of bonds$NZ000’sMaturity

Fixed

Interest

Trading

Interest at

March 23

Trading

Interest at

March 22

OCAO1019 Oct 20125.0m$125,00019 Oct 272.3%7. 4 %4.8%

OCA02013 Sept 21 100.0m$100,00013 Sept 283.3%7. 3 %4.7%

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS61

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

The bonds are quoted on the NZX Debt Market and their fair value at balance date is based on their

listed market price as at balance date. Interest on OCA010 is payable quarterly in January, April,

July and October in equal instalments.

Interest on OCA020 is payable quarterly in March, June, September and December in

equal instalments.

Debt Financing

On 9 May 2022 it was announced an agreement was entered into with the banking syndicate to

increase total debt facility limits from $350m to $500m for a tenure of five years as follows:

i. General Corporate Facility limit increased to $235m (formerly $85m); and

ii. Development Facility limit remains at $265m

The facilities are held by a banking syndicate comprising ANZ, ASB and ICBC.

The entire debt facility is sustainability-linked for the entire five year period with an interest penalty

in the event of the Group not satisfying certain ESG targets and an interest discount in the event

that certain targets are met.

Financing Arrangements

At 31 March 2023, the Group held committed bank facilities with drawings as follows:

$NZ000’sMarch 2023March 2022

CommittedDrawnCommittedDrawn

General Corporate Facility235,000111,85085,00021,500

Development Facility265,000220,914265,000133,345

Total500,000332,764350,000154,845

The Group’s revolving Development Facility is utilised to cover costs associated with current

development projects. The revolving General Corporate Facility is used for general corporate

purposes as well as for development land and initial costs for projects not currently funded by

the Development Facility.

Interest on the General Corporate Facility is typically payable quarterly. Interest on the Development

Facility is capitalised and repaid together with principal using the ORA licence proceeds received

upon settlement of initial sales of newly developed units and care suites. Line fees are payable

quarterly on the committed General Corporate Facility and the Committed Development Facility.

The financial covenants in the Group’s senior debt facilities, with which the Group must

comply include:

a) Interest Cover Ratio - the ratio of Adjusted EBITDA to Net Interest Charges, where interest

charges relates to the interest and commitment fees in relation to the General Corporate

Facility and retail bonds, is not less than 2.0x;

b) Loan to Value Ratio – the ratio of total bank and retail bonds indebtedness shall not exceed

50% of the total property value of all Group’s properties (including the “as-complete” valuations

for projects funded under the Development Facility); and

4.4 Borrowings (continued)

c) Guarantor Group Coverage – at all times the Adjusted EBITDA of the Guaranteeing Group

must be at least 90% of the Adjusted EBITDA of the total tangible assets of the Group; and

d) Development – at all times the outstanding principal amount under the Development Facility

shall not exceed the Development Value. Development Value (per the most recent valuation

excluding any settled stock) is the aggregate value of all Residential Facilities in all Developments

that are being funded by the Development Facility less their cost to complete.

The covenants are tested half yearly. All covenants have been complied with during the period.

The definition of Adjusted EBITDA is as prescribed in the Syndicated Facilities Agreement

and adjusts for non cash items and is based on the accounting treatment in use before the

introduction of NZ IFRS 16 Leases.

Assets Pledged as Security

The bank loans and bonds of the Group are secured by mortgages over the Group’s care centre

freehold land and buildings and rank second behind the Statutory Supervisors where the land and

buildings are classified as investment property and investment property under development.

As at 31 March 2023 the balance of the bank loans over which the properties are held as security

is $332.8m (March 2022: $154.8m).

Net Debt Reconciliation

Cash and cash equivalents include cash on hand. The following provides an analysis of net debt

and the movements in net debt for the year.

$NZ000’sMarch 2023March 2022

Cash and cash equivalents 7, 4 3 9 9,745

Debt - repayable within one year (2,152)(5,743)

Debt - repayable after one year(560,660)(387,495)

Net Debt(555,373)(383,493)

Cash and liquid investments 7, 4 3 9 9,745

Gross debt - fixed interest rates(230,048)(238,393)

Gross debt - floating interest rates (332,764)(154,845)

Net Debt(555,373)(383,493)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS62

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Liabilities from Financing Activities

$NZ000’sCash

Finance

leasesBorrowingsTotal

Net Debt as at 31 March 2021 79,906 (11,513) (329,930) (261,537)

Cash flows(70,161)7, 4 1 3(47,037)(109,785)

Acquisitions - finance leases - 2,481 - 2,481

Terminations – finance leases - (10,929) - (10,929)

Other non-cash movements - 2,655(6,378)(3,723)

Net debt as at 31 March 20229,745(9,893)(383,345)(383,493)

Net Debt as at 31 March 20229,745(9,893)(383,345)(383,493)

Cash flows (2,306)3,250(166,928)(165,984)

Acquisitions - finance leases - (1,755) - (1,755)

Terminations – finance leases - 4,046 - 4,046

Other non-cash movements - (4 4 6) ( 7,74 1)(8,186)

Net debt as at 31 March 2023 7, 4 3 9 (4,798)(588,014)(555,373)

5. Other Disclosures

5.1 Income Tax

What is Current Tax?

Current tax is an estimate of the tax that is payable to Inland Revenue for the current

financial year.

What is Deferred Tax?

Deferred tax is an estimate of income tax that will be payable or recoverable in respect of

temporary differences relating to the accounting and tax values of the Group’s assets and

liabilities. Deferred tax also includes the value of tax losses that we consider we will use in the

future to meet any income tax obligation.

Accounting Policy

The tax expense or benefit for the year comprises current and deferred tax. Tax is recognised in the

calculation of profit for the year in the Consolidated Statement of Comprehensive Income, except to

the extent that it relates to items recognised in other comprehensive income. In this case the tax is

also recognised in other comprehensive income.

The current income tax charge is calculated on the basis of the tax laws enacted at the balance

date. The Directors periodically evaluate positions taken in tax returns with respect to situations in

which applicable tax regulation is subject to interpretation.

Deferred income tax is recognised, using the liability method, on temporary differences arising

between the tax base of assets and liabilities and their carrying amounts in the consolidated

financial statements. However, the deferred income tax is not accounted for if it arises from initial

recognition of an asset or liability in a transaction other than a business combination that at the

time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax

is determined using tax rates (and laws) that have been enacted or substantially enacted by the

Balance Sheet date and are expected to apply when the related deferred income tax asset is

realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable

profit will be available against which the temporary differences, and losses can be utilised.

$NZ000’sMarch 2023March 2022

Income tax benefit

Current tax

- -

Deferred tax(3,448)(4 ,879)

(3,448)(4 ,879)

Taxation expense is calculated as follows:

Profit before income tax

12,00056,250

Tax at the New Zealand tax rate of 28% 3,36015,750

Adjusted by the tax effect of:

Non-taxable gain on purchase of business assets

(156)(2,900)

Non-deductible impairment of goodwill 657 115

Non-deductible expenditure 683 563

Capitalised interest deductible for tax (3,181) (1,432)

Taxable deferred management fees(9,748) (6,787)

Non-assessable revaluation of investment property (8,519) ( 1 7,74 0 )

Taxable depreciation (7,968) (5,891)

Accounting depreciation 4,264 4,473

Right of use asset (179) (194)

Non-deductible impairment of fixed assets 1,850 1,327

Adjustment for timing difference of provisions (532) 1,006

Losses generated 19,469 11,710

Current tax expense--

Impact of movements in investment property3,068 (2,076)

Impact of movements in property, plant and equipment (3,072) (4 ,071)

Impact of movements in right of use assets430 218

Impact of movements in held for sale assets8,084-

Other adjustments 652 (1,071)

Deferred management fee8,307 6,787

(Reversal of other deferred tax assets not recognised) / Other deferred tax assets

not recognised

- (777)

Losses (recognised) / utilised or derecognised (20,917)(3,889)

Deferred tax benefit(3,448)(4,879)

Income tax benefit (3,448)(4 ,879)

4.4 Borrowings (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS63

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Movement in the Deferred Tax Balance:

$NZ000’s

Balance

1 April 2022

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 March 2023

Investment property5,265 (3,068) - 2,197

Property, plant and equipment(11,163)3,072 (2,853) (10,944)

Right of use assets594(430)-164

Held for sale assets-(8,084)-(8,084)

Provisions and other assets / liabilities6,416 (652) (595) 5,169

DMF revenue in advance(5,001) (8,307) - (13,308)

Tax losses3,88920,917 - 24,806

Deferred tax (liabilities) / assets- 3,448 (3,448)-

$NZ000’s

Balance

1 April 2021

Recognised in

Consolidated

Statement of

Comprehensive

Income

Recognised

in Other

Comprehensive

Income

Balance

31 March 2022

Investment property 3,189 2,076-5,265

Property, plant and equipment (13,079)4,071(2,155)(11,163)

Right of use assets 902 (218)(90)594

Provisions and other assets / liabilities 7, 9 7 9 1,071(2,634)6,416

DMF revenue in advance 1,786 (6,787)-(5,001)

Tax losses - 3,889-3,889

Deferred tax assets not recognised (777)777--

Deferred tax (liabilities) / assets - 4,879(4 ,879)-

Recognition and Measurement

No income tax was paid or payable during the year (March 2022: nil).

Key Accounting Judgements

Deferred Tax on Investment Property

Deferred tax on investment property is assessed on the basis that the asset value will be realised

through use (“Held for Use”). An initial recognition exemption has been applied to newly developed

village sites in accordance with NZ IAS 12 Income Taxes.

The Group’s ORAs comprise two distinct cash flows (being an ORA deposit upon entering the unit

and the refund of this deposit upon exit). In determining the tax base of investment property, the

Group considered whether taxable cash flows are received at the end of the ORA period (i.e. upon

refund of the ORA deposit by way of set off on exit by a resident) or at the beginning of the ORA

period (i.e. at time of the receipt of the ORA deposit). The Group has carefully evaluated all the

available information and considers it appropriate to recognise and measure the tax base and

associated deferred tax based on the taxable cash flows being receivable at the end of the ORA

period as this best represents the Group’s contractual entitlement.

5.1 Income Tax (continued)

In calculating deferred tax under the Held for Use methodology, the Group has made significant

judgements to determine taxable temporary differences. The carrying value of the Group’s

investment property is determined on a discounted cash flow basis and includes cash flows that

are both taxable and non-taxable in the future. The Group has recognised deferred tax on the cash

flows with a future tax consequence being DMF and deductible amounts as provided by external

valuers, to the extent that it doesn’t relate to land. The Group uses the external valuers valuation of

land and improvements to estimate the apportionment of cash flows arising from the depreciable

(i.e. buildings) and non-depreciable components (i.e. land).

Recognition of Deferred Tax on Tax Losses

After taking into consideration tax losses generated in the year to 31 March 2023, the Group now

has an estimated $201.3m (March 2022: $130.3m) of available tax losses as at 31 March 2023.

The Group may recognise deferred tax assets to the extent that it is probable that the Group will

generate future economic profits to offset the deferred tax assets or to the extent that they offset

deferred tax liabilities. A deferred tax asset of $24.8m (March 2022: $3.9m) representing tax losses

generated has been recognised as at 31 March 2023 in order to offset the net deferred tax liability

position. All other available losses generated are held off balance sheet and are noted below:

NZ$000’sMarch 23March 22

Opening balance – tax losses130,33386,875

Prior period adjustments: other1,1691,637

Losses per Inland Revenue131,50288,512

Losses utilised for the year --

Losses forfeited during the year--

Losses generated during the year69,78041,821

Closing balance – tax losses201,282130,333

The deferred tax liability recognised in respect of assets held for sale includes $7.9m relating to

an expected taxable amount arising on transfer of the Group’s village operations at Everil Orr

that completed on 3 April 2023 (refer to note 1.3(ii) for more details). This is expected to utilise

approximately $28.3m of gross tax losses on completion of the transaction.

5.2 Intangible Assets

Accounting Policy

Goodwill

Goodwill represents the excess of cost of an acquisition over the fair value of the Group’s share of

the net identifiable assets of the acquired subsidiary or business at the date of acquisition. Goodwill

is not amortised. Instead, goodwill is tested at least once annually for impairment at 31 March and

carried at cost less accumulated impairment losses. Impairments are recognised in the Statement

of Comprehensive Income. Gains and losses on the disposal of an entity or cash generating unit

(“CGU”) include the carrying amount of goodwill relating to the entity or CGU sold. Goodwill is

allocated to CGUs and these CGUs are grouped where appropriate for the purpose of impairment

testing. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from

the business combination in which the goodwill arose.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS64

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Computer Software

Costs associated with maintaining computer software programmes are recognised as an expense as

incurred. Acquired computer software licenses are capitalised on the basis of the costs incurred to

acquire and bring to use the specified software. Where computer software licences are housed in the

cloud they are capitalised to the extent the Group controls the licence and has rights to the software

beyond rights to access. These costs are amortised on a straight line basis over their estimated

useful lives (2.5 – 8 years).

$NZ000’sGoodwillSoftwareTotal

Year ended 31 March 2022

Opening net book amount

5,3453,1238,468

Additions-986986

Amortisation-(4 39)(4 39)

Impairment charge(41 2)-(41 2)

Closing net book amount4,9333,6708,603

As at 31 March 2022

At cost

2 0 7, 3 8 74,655212,042

Accumulated amortisation and impairment(202,454)(985)(203,493)

Net book amount4,9333,6708,603

Year ended 31 March 2023

Opening net book amount

4,9333,6708,603

Additions 581 534 1,115

Amortisation - (654) (654)

Impairment charge

1

(2,347) - (2,347)

Closing net book amount 3,167 3,550 6,717

As at 31 March 2023

At cost

207,968 5,189 213,157

Accumulated amortisation and impairment (204,801) (1,639) (206,440)

Net book amount 3,167 3,550 6,717

Impairment Test for Goodwill

The carrying value of goodwill has been assessed on a site by site basis taking into account the sites

results as a whole. An impairment is recognised when the carrying value of goodwill plus chattels is

greater than the CBRE Limited value of goodwill plus chattels.

The carrying amount of goodwill at each site is not significant in comparison to the total amount of

goodwill. All goodwill is allocated to the care CGUs.

Goodwill in relation to the Everil Orr site has been impaired on termination of the lease.

5.2 Intangible Assets (continued)Key Judgements in Applying the Accounting Policies

Care CGUs Recoverable Amount

The recoverable amount of the individual care sites has been determined based on an external

valuation of fair value less costs to sell by CBRE Limited as an external valuer. The fair value less

costs to sell is considered level 3 in the fair value hierarchy. This has been used for comparison

to current carrying value. The assumptions used in determining the fair value for care centres are

disclosed in note 3.2.

5.3 Trade and Other Receivables

Accounting Policy

Trade receivables are amounts due from residents and various government agencies in the ordinary

course of business and are recognised initially at fair value, being its transaction price, plus

transaction costs. Trade receivables are held with the objective of collecting the contractual cash

flows and therefore they are subsequently measured at amortised cost using the effective interest

method, less a provision for impairment.

Occupation licence payment receivables are recognised at the point in time that an ORA becomes

unconditional and has either “cooled off” or where the resident is in occupation, and the resident

has not yet made all of the contractual licence payment to the Group. The long term portion

of this receivable has been discounted by $0.9m (March 2022: $0.5m). All other receivables are

considered current.

$NZ000’sMarch 23March 22

Net trade and other receivables

Trade receivables

21,78822,462

Less: Loss allowance (379) (4 5 0)

21,40922,012

Occupation licence payment receivable

1

74,146 44,435

Insurance Receivable10,913-

Prepayments 2,461 2,689

Trade and other receivables108,92969,136

Recognition, Measurement and Judgements in Applying Accounting Policies

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime

expected loss allowance for all trade receivables and requires recognition from initial recognition of

the trade receivable. To measure expected credit losses, trade receivables have been grouped and

reviewed on the basis of the number of days since resident departure and the funding stream and

type of debtor. Judgement is used in selecting the inputs to the impairment calculation and is based

on past history and forward looking assumptions.

1 Impairment charge in the 12 months to 31 March 2023 includes $0.8m in relation to the disposal of goodwill at leasehold sites.

1 Occupation licence receivable includes an amount of $64.2m in relation to short term occupation licence receivables expected to be

recovered in less than 12 months. (31 March 2022: $43.2m).

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS65

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

The Group has the following financial assets subject to the application of the expected credit

loss model:

– Trade receivables from care operations for the provision of care fees revenue for rest home and

hospital fees. These are split between private amounts owed by residents and amounts due from

agencies such as the Ministry of Health and ACC.

– Trade receivables from village operations for the provision of weekly service fees and occupation

licence payment receivables. These are receivable from residents.

The Group has applied a simplified approach to calculating the expected loss rate expected by

applying a 2% allowance to trade receivables from care operations and 0% from village operations,

adjusted for any other known factors with respect to individual debts.

There is no significant concentration of credit risk as trade receivables relate to individual residents

and government agencies.

5.4 Trade and Other Payables

Accounting Policy

Trade and other payables represent liabilities for goods and services provided to the Group prior to

the end of financial year which are unpaid. The amounts are unsecured and are usually paid within

30 days of recognition.

Trade payables are recognised initially at fair value less transaction costs and subsequently

measured at amortised cost using the effective interest method.

Wages and Salaries, Annual Leave and Long Service Leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave are recognised

in other payables in respect of employees’ services up to the reporting date and are measured at the

amounts expected to be paid when the liabilities are settled.

The liability for employee entitlements is carried at the present value of the estimated future

cash flow.

The liability for long service leave is recognised in the provision for employee entitlements and

measured as the present value of expected future payments to be made in respect of services

provided by employees up to the reporting date. Consideration is given to expected future wage

and salary levels, experience of employee departures and periods of service.

$NZ000’sMarch 23March 22

Trade payables9,787 2,043

Development accruals12,6158,665

Sundry payables and accruals

1

6,9906,334

Accrued interest on external borrowings1,360 938

Employee entitlements21,53723,000

Trade and other payables52,28940,980

5.5 Related Party Transactions

The below entities are subsidiaries of Oceania Healthcare Limited.

Name of EntityPrincipal Activities20232022Class of shares

Oceania Group (NZ) Limited Corporate office functions100%100%Ordinary

Oceania Care Company LimitedOperation of aged care centres100%100%Ordinary

Oceania Village Company Limited

Ownership and operation of

retirement villages100%100%Ordinary

OCA Employees Trustee Limited

Hold Employee Share Scheme

shares on behalf of employees100%100%Ordinary

Bream Bay Village Limited

1

Non operating100%NilOrdinary

All subsidiaries are incorporated in New Zealand and have a balance date of 31 March (2022:

31 March). There are no significant restrictions on subsidiaries.

Key Management Personnel Compensation

Key management personnel are all executives with the authority for the strategic direction and

management of the Group and exclude those in an Acting capacity.

$NZ000’sMarch 23March 22

Directors’ remuneration and expenses 879759

Directors’ dividends including DRP1,3991,151

Salaries and other short term employee benefits3,3593,075

Key management personnel dividends including DRP3758

Termination benefits-308

5,6745,351

Transactions with Related Parties

There are no outstanding balances with related parties (March 2022: nil).

5.6 Financial Risk Management

The Group’s activities expose it to a variety of financial risks: market risks (including cash flow interest

rate risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses

on the unpredictability of financial markets and seeks to minimise potential adverse effects on the

financial performance of the Group. The Group uses derivative financial instruments such as interest

rate swap contracts to hedge certain interest rate risk exposures. Derivatives are exclusively used

for hedging purposes, i.e. not as trading or other speculative instruments. The Group uses different

methods to measure different types of risk to which it is exposed. These methods include sensitivity

analysis in the case of interest rates to determine market risk and aging analysis for credit risk.

1 The business operations and assets of Bream Bay Village Limited were sold to Oceania Village Company Limited on 30 September 2022

at carrying amount. Subsequent to this date the company is dormant.

5.3 Trade and Other Receivables (continued)

1 Sundry payables include $0.1m (March 2022: $0.1m) relating to cash held on behalf of residents.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS66

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Classification and measurement

Financial assets are required to be classified into three measurement categories: those measured

at fair value through profit and loss, those measured at fair value through other comprehensive

income and those measured at amortised cost. The determination is made at initial recognition. The

classification depends on the Group’s business model for managing its financial instruments and

the contractual cash flow characteristics of the instrument. Trade receivables are amounts due from

residents and various government agencies held to collect contractual cash flows in the ordinary

course of business. These balances are held at amortised cost less a provision for impairment.

Risk management is carried out centrally by management under policies approved by the Board of

Directors. The Directors provide written principles for overall risk management, as well as policies

covering specific areas, such as interest rate risk, credit risk, use of derivative financial instruments

and non-derivative financial instruments.

(a) Fair Value Estimation

All financial assets (cash and cash equivalents, trade and other receivables and certain right of use

assets) and financial liabilities (trade and other payables, lease liabilities and bank borrowings),

other than derivatives, are measured at amortised cost, which approximates to fair value. Financial

liabilities measured at amortised cost are fair valued using the contractual cash flows. In considering

the fair value of interest bearing assets and liabilities the estimated future interest rates approximate

the discount rates used in a fair value assessment.

(b) Market Risk

Market risk is the risk that changes in market prices such as interest rates will affect the Group’s

income. The objective of market risk management is to manage and control market risk exposures

within acceptable parameters, while optimising the return on risk.

(c) Cash Flow Risk

The Group has no significant interest-bearing assets, as such the Group’s income is substantially

independent of changes in market interest rates.

The Group’s interest rate risk arises from long-term borrowings. Borrowings issued at variable

rates expose the Group to cash flow interest rate risk. The cash flow and interest rate risks are

monitored by the Directors on a monthly basis. The Directors monitor the existing interest rate profile

with reference to the Group’s Treasury Policy and the Group’s underlying interest rate exposure.

Management present interest rate hedging analysis and strategies to the Directors for consideration

and seek Director approval prior to entering into any interest rate swaps.

The following table shows the sensitivity of the Group’s Profit / (Loss) and equity to a movement in

interest rates of +/-1%. This assumes all other variables remain constant.

+1%-1%

$NZ000’sProfit / (Loss)EquityProfit / (Loss)Equity

2023

Interest expense

2,1041,128(2,104)(1,128)

Change in fair value of cash flow hedges-2,012-(2,065)

2022

Interest expense

723(136)(723)136

Change in fair value of cash flow hedges1123,016(112)(3,119)

Interest Rate Swaps

It is the Group’s policy to manage interest rate risk through the use of interest rate swaps to reduce

the impact of changes in interest rates on its floating rate long term debt. The objective of the

interest rate swaps is to protect the Group from the short to medium term impact to cash flows

which arises out of variability in floating interest rates.

Interest rate swaps are initially recognised at fair value on the date a contract is entered into and

are subsequently measured at fair value on each reporting date. The fair values of the interest

rate swaps are determined based on cash flows discounted to present value using current market

interest rates.

Interest swaps are assessed for effectiveness at each reporting period. A retrospective calculation

will be used to determine the amount of any ineffectiveness to recognised in comprehensive income.

The expected causes of ineffectiveness are as follows:

– Credit risk of the bank;

– Insufficient level of floating rate debt;

– Differing interest settlement dates; or

– Inter Bank Offered Rate (“IBOR”) reform if the BKBM rate is replaced with another measure.

When interest rate swaps meet the criteria for cash flow hedge accounting, the effective portion

of the gain or loss on the hedging instrument is recognised in other comprehensive income (gain of

$1.5m, March 2022: gain $6.7m), while the ineffective portion is recognised in other expenses in the

Consolidated Statement of Comprehensive Income (nil impact, March 2022: gain $0.5m). Amounts

taken to the interest rate reserve are transferred out of the reserve and included in the measurement

of the hedged transaction when the forecast transaction occurs. When interest rate swaps do

not meet the criteria for cash flow hedge accounting, all movements in fair value of the hedging

instruments are recognised in the Consolidated Statement of Comprehensive Income.

5.6 Financial Risk Management (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS67

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

Under the interest rate swap agreements, the Group has a right to receive interest at variable rates

and an obligation to pay interest at fixed rates. Of the interest rate swaps in place at 31 March 2023,

$100.0m (March 2022: $175.0m) are being used to cover approximately 30.1% (March 2022: 113%) of

the loan principal outstanding. Bank loans of the Group currently bear an average fixed interest rate

(including margin and line fees) of 4.1% (March 2022: 4.1%). The fair value of these agreements at

31 March 2023 is a $6.0m asset (March 2022: $3.9m asset). The agreements cover notional amounts

for a period of 3 years, 5 years, and 7 years.

The notional principal amounts and the period of expiry of the interest rate swap contracts are

as follows:

Average contracted

fixed interest rateNotional principal amount

March 23

%

March 22

%

March 23

$NZ000’s

March 22

$NZ000’s

Less than 1 year-3.04-75,000

Between 1 and 3 years3.173.1750,00050,000

Between 3 and 5 years3.353.3550,00050,000

(d) Credit Risk

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with

banks and financial institutions, as well as credit exposure from trade and other receivables.

In the normal course of business, the Group has no significant concentrations of credit risk. Other

than on a small number of exceptions, the Group requires settlement of the ORA before allowing

occupation of its villas or apartments. Therefore, the Group does not face significant credit risk. The

values attached to each financial asset in the Consolidated Balance Sheet represent the maximum

credit risk. No collateral is held with respect to any financial assets. The Group enters into financial

instruments with various counterparties in accordance with established limits as to credit rating and

dollar limits and does not require collateral or other security to support the financial instruments.

Concentrations

Cash and cash equivalents of the Group are deposited with one of the major trading banks. Non-

performance of obligations by the bank is not expected due to the credit rating of the counter party

considered. The Standard and Poors credit rating of the counter party as at 31 March 2023 is AA-

(March 2022: AA-).

The Group’s receivables represent distinct trading relationships with each of the residents. There are

no concentrations of credit risk with residents. Large receivables generally relate to the residential

care subsidies which are received from Te Whatu Ora and Work and Income New Zealand. Neither of

these entities has demonstrated, or is considered, a credit risk.

(e) Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the

availability of funding through an adequate amount of committed credit facilities and the ability to

close-out market positions. Due to the dynamic nature of the underlying businesses, the Directors

aim at maintaining flexibility in funding by keeping committed credit lines available.

Cash flow forecasting is regularly performed by management. Management monitors rolling

forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational

needs, while maintaining headroom on its undrawn committed borrowing facilities at all times so

that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such

forecasting takes into consideration the Group’s debt financing plans and covenant compliance.

The table below shows the maturity analysis of the Group’s contractual undiscounted cash flows.

$NZ000’s

Less than

1 Year

Between 1

and 2 Years

Between 2 and

5 Years

Over

5 Years

2023

Trade and other payables

22,367---

Lease liabilities2,6581,8143,2514,230

Borrowings6,1756,175474,8 52101,650

Cash flow hedge - interest rate swaps3,3001,4821,144-

Refundable occupation right agreements922,991---

2022

Trade and other payables

1 7, 0 4 2---

Lease liabilities3,0802,2962,9774,194

Borrowings12,326169,99318,5252 3 7, 3 5 0

Cash flow hedge - interest rate swaps148(1,738)(2,486)-

Refundable occupation right agreements775,765---

The derivative financial instruments value of $6.0m on the Consolidated Balance Sheet as at

31 March 2023 is classified as non-current (March 2022: credit balance of $0.1m classified as current

and debit balance of $4.0m classified as non-current).

The refundable ORAs are repayable to the resident on vacation of the unit, apartment, care suite or

on the termination of the occupation right agreement and subsequent resale of the unit, apartment

or care suite. The expected maturity of the refundable ORAs is shown in note 3.4.

(f) Capital Risk Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue

as a going concern, to provide returns for shareholders and benefits for other stakeholders and

to maintain an optimal capital structure to reduce the cost of capital. The consolidated financial

statements are prepared on a going concern basis.

5.6 Financial Risk Management (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS68

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)
For the year ended 31 March 2023

5.7 Contingencies and Commitments

At 31 March 2023, the Group had no contingent liabilities (March 2022: nil).

At 31 March 2023, the Group has a number of commitments to develop and construct certain

development sites totalling $124.8m (March 2022: $82.7m).

As at 31 March 2022, the Group had commitments of $10.9m in relation to the development of

the Everil Orr site. These commitments have been extinguished as a result of the exit of the lease

agreements in relation to this site.

As at 31 March 2023, the Group has a commitment in relation to the lease of Level 26, 188 Quay

Street, Auckland from February 2024. The commencement date for this lease is 13 March 2024

for a term of 9 years.

There are no significant unrecognised contractual obligations entered into for future repairs and

maintenance at balance date.

5.8 Events After Balance Date

Dividend

On 24 May 2023 a final dividend of 1.3 cents per share (not imputed) was declared and will be

paid on 21 June 2023. The record date for entitlement is 7 June 2023. Refer to note 4.1.

Assets Held for Sale

On 3 April 2023 full and final settlement was received in respect of the right of use assets held

for sale.

On 9 May 2023 the Group entered into a sale and purchase agreement with a third party in respect

of the sale of two sites held for sale, conditional on Te Whatu Ora approval. The carrying amount of

these sites as at 31 March 2023 is $10.2m and the transaction is expected to settle in August 2023.

Land Acquisition

On 5 April 2023 a sale and purchase agreement was entered into to acquire a parcel of land for

$4.2m, settlement is expected to occur on 30 May 2023.

When Oceania acquired Bream Bay Village in July 2022, an option agreement was entered into

to acquire 6.7 hectares of greenfield development land adjacent to the village subject to a future

district plan change.

On 18 May 2023, the plan change was before the Whangarei District Council. The Group has

ten days from notification that the plan change is operative to execute the option.

There have been no other significant events after balance date.

INDEPENDENT AUDITOR’S REPORT

To the shareholders of Oceania Healthcare Limited



PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz


Independent auditor’s report

To the shareholders of Oceania Healthcare Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 31 March 2023, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 31 March 2023;

● the consolidated statement of comprehensive income for the year then ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated cash flow statement for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies and

other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.


Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting, agreed upon

procedures in respect of proxy voting at the Annual Shareholder Meeting and services related to

understanding the potential impact of climate related reporting requirements. In addition, certain

partners and employees of our firm may deal with the Group on normal terms within the ordinary

course of trading activities of the Group. The provision of these other services and relationships have

not impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.


OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTSFINANCIAL STATEMENTS69



PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand

T: +64 9 355 8000, www.pwc.co.nz


Independent auditor’s report

To the shareholders of Oceania Healthcare Limited

Our opinion

In our opinion, the accompanying consolidated financial statements of Oceania Healthcare Limited

(the Company), including its subsidiaries (the Group), present fairly, in all material respects, the

financial position of the Group as at 31 March 2023, its financial performance and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and International Financial Reporting Standards (IFRS).

What we have audited

The Group's consolidated financial statements comprise:

● the consolidated balance sheet as at 31 March 2023;

● the consolidated statement of comprehensive income for the year then ended;

● the consolidated statement of changes in equity for the year then ended;

● the consolidated cash flow statement for the year then ended; and

● the notes to the consolidated financial statements, which include significant accounting policies and

other explanatory information.


Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs

(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements

section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our opinion.


Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the

International Code of Ethics for Professional Accountants (including International Independence

Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we

have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of trustee reporting, agreed upon

procedures in respect of proxy voting at the Annual Shareholder Meeting and services related to

understanding the potential impact of climate related reporting requirements. In addition, certain

partners and employees of our firm may deal with the Group on normal terms within the ordinary

course of trading activities of the Group. The provision of these other services and relationships have

not impaired our independence as auditor of the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed

in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

INDEPENDENT AUDITOR’S REPORT (continued)
To the shareholders of Oceania Healthcare Limited




PwC 3

Description of the key audit matter How our audit addressed the key audit matter

gains and management fees receivable

which are recognised separately on the

consolidated balance sheet and also

reflected in the Valuers’s cash flow

model, representing the ‘gross up’.

For each completed investment property

and each care suite, assumptions and

estimates were made in respect of:

● property price growth rate;

● stabilised occupancy periods; and

● discount rate.

Investment property under development

and land and buildings to be developed

into care facilities in the future are

recorded in the consolidated financial

statements at a Directors’ valuation which

is based on a range of values determined

by the Valuers as at 31 March 2023,

adjusted by the Directors for the cost of

any work in progress.

For each asset under development,

assumptions and estimates were made in

respect of the value per square metre of

land.

Freehold land and buildings operated by

the Group for the provision of care services

are recorded in the consolidated financial

statements at a Directors’ valuation which

is based on the value determined by the

Valuers as at 31 March 2023.

For each property, assumptions and

estimates are made in respect of:

● forecast net cash flow profit/earnings

before interest, tax, depreciation,

amortisation, and rent; and

● capitalisation rate.

As outlined in note 1.4 of the consolidated

financial statements, the market

capitalisation of the Group was below the

carr ying value of the Group’s net assets.

Over 90% of the total assets of the Group

as at 31 March 2023 are property assets

carried at fair value.

The valuation of the Group’s property

portfolio is inherently subjective. The

– obtaining the calculation of the resident’s share

of capital gains and, on a sample basis, testing

inputs used in this calculation.

Assumptions and estimates

Our work over the assumptions focused on the

largest properties within the portfolio and those

properties where the assumptions used and/or year-

on- year fair value movement suggested a possible

outlier compared to the rest of the portfolio and the

market data for the sector.

On a sample basis, we held discussions with the

Valuers to gain an understanding of the assumptions

and estimates used and the valuation methodology

applied. This included understanding any changes

made to significant inputs and assumptions. We also

sought to understand and consider restrictions

imposed on the valuation process (if any) and the

market conditions at balance date.

On a sample basis, we engaged our in-house expert

to challenge the work performed by the Valuers and

assess the reasonableness of the assumptions used

based on their knowledge gained from reviewing

valuations of similar properties, known transactions

and available market data.

On a sample basis, we understood the apportionment

of the valuations to each class of assets and

assessed the reasonableness of this through

discussions with the Valuers and our in-house expert.

Valuation estimates

Because of the judgement involved in determining

valuations for individual properties and the existence

of alternative assumptions and valuation methods,

there is a range of values which can be considered

reasonable when evaluating the independent property

valuations used by the Group. If we identified an error

in a property valuation or determined that the

valuation was outside of a reasonable range, we

evaluated the error or difference to determine if there

was a material misstatement in the consolidated

financial statements.

We considered whether there were any events

subsequent to the date of the Valuers’ report which

may have caused the valuation of investment

property and freehold land and buildings to be

materially different to those determined by the

Valuers.




PwC 2

Description of the key audit matter How our audit addressed the key audit matter

Valuation of investment property and

freehold land and buildings

As disclosed in note 3.1 of the

consolidated financial statements, the

Group’s investment property portfolio was

valued at $1,597.7 million at 31 March

2023, which includes completed

investment property and investment

property under development.

In addition, freehold land and buildings

disclosed in note 3.2 of the consolidated

financial statements, which are classified

as Property, Plant and Equipment, are

valued at $694.6 million at 31 March 2023.

This includes freehold land and buildings

operated by the Group for the provision of

care services, care suites, and land and

buildings to be developed into care

facilities in the future (together referred to

as freehold land and buildings).

The Group’s accounting policy is to

measure these assets at fair value.

Independent valuations of all investment

property and freehold land and buildings

were carried out by third party valuers,

either CBRE Limited, or Colliers Limited

(the Valuers).

Completed investment property and care

suites are recorded in the consolidated

financial statements at a Directors’

valuation which is based on the value

determined by the Valuers as at 31 March

2023, adjusted by the Directors for:

● the estimated costs to be incurred to:

– complete the development of any

asset not complete at the date of the

valuation

– remediate any assets which have

sustained damage due to weather

events or where seismic

strengthening works are required

but have been valued by the Valuers

as if it was complete; and

● completed investment property,

refundable occupation licence

payments, residents’ share of resale

Our audit procedures focused on obtaining sufficient

audit evidence to evaluate whether the inclusion of

the valuations in the consolidated balance sheet and

disclosures made in the consolidated financial

statements were materially appropriate.

Our procedures included:

External valuations

We read the valuation reports and, on a sample

basis, discussed the reports with the Valuer

responsible for preparing the report. We assessed the

valuation approach and confirmed that this was in

accordance with the relevant accounting standards.

On a sample basis, we tested whether property

specific information supplied to the Valuers by the

Group reflected the underlying property records held

by the Group.

From our discussions with management and the

Valuers, and from our review of the valuation report,

on a sample basis, assumptions (as detailed in the

description of this Key Audit Matter) were determined

for each individual property to reflect its

characteristics, its overall quality, geographic location

and desirability as a whole.

Valuation adjustments

We tested the adjustments made to the valuations

determined by the Valuers as at 31 March 2023 as

detailed in the description of this Key Audit Matter.

This testing included:

● obtaining quantity surveyors reports, on a sample

basis, to support the estimated cost to complete

and/or remediate as at 31 March 2023

● obtaining support for a sample of transactions

included in work in progress as at 31 March 2023

● testing inputs into the gross up calculation

including:

– utilising our data workflow tool to:

○ check the carry over of existing resident

data, which comprises refundable

occupation licence payments in place as at

31 March 2022

○ recalculate management fees receivable

– testing a sample of new refundable occupation

licenses entered into during the year ended 31

March 2023

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS70AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT (continued)
To the shareholders of Oceania Healthcare Limited




PwC 5

Our audit approach


Overview


Overall group materiality: $2.4 million, which represents approximately 1% of

revenue.

We chose revenue as the benchmark because, in our view, it is a key financial

metric used in assessing the performance of the Group and is not as volatile as

other profit or loss measures.

We tailored the scope of our audit in order to perform sufficient work to enable

us to provide an opinion on the consolidated financial statements as a whole,

taking into account the structure of the Group, the accounting processes and

controls, and the industry in which the Group operates.

As reported above, we have two key audit matters, being:

● Valuation of investment property and freehold land and buildings

● Deferred tax on investment property and care suites


As part of designing our audit, we determined materiality and assessed the risks of material

misstatement in the consolidated financial statements. In particular, we considered where

management made subjective judgements; for example, in respect of significant accounting estimates

that involved making assumptions and considering future events that are inherently uncertain. As in all

of our audits, we also addressed the risk of management override of internal controls, including among

other matters, consideration of whether there was evidence of bias that represented a risk of material

misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain

reasonable assurance about whether the consolidated financial statements are free from material

misstatement. Misstatements may arise due to fraud or error. They are considered material if,

individually or in aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate, on the consolidated financial statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion

on the consolidated financial statements as a whole, taking into account the structure of the Group, the

accounting processes and controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the Annual Report, but does not include the consolidated financial statements

and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do

not express any form of audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent




PwC 4

Description of the key audit matter How our audit addressed the key audit matter

existence of significant estimation

uncertainty, coupled with the fact that only

a small percentage difference in

assumptions on individual properties, when

aggregated, could result in material

differences, is why we have given specific

audit focus and attention to this area.

We considered management’s assessment of the

Group’s market capitalisation compared to the

Group’s net assets. This analysis was completed as

part of our assessment of indicators of impairment.

We considered the adequacy of the disclosures made

in note 3 and note 1.4 to the consolidated financial

statements. These notes explain that there is

significant estimation uncertainty in relation to the

valuation of investment property and freehold land

and buildings.

Deferred tax on investment property

and care suites

As disclosed in note 5.1 of the

consolidated financial statements, the

Group assesses deferred tax on

investment property and care suites on the

basis that the asset value will be realised

through use (‘Held for Use’).

In applying the Held for Use methodology,

the Group makes four key assumptions

which involve significant judgement:

1. Determining the amount of taxable cash

flows;

2. Timing of taxable cash flows, being at

the end of the Occupation Right

Agreement (ORA) period;

3. Apportionment of the value of

investment property between land and

buildings; and

4. Determining the number of years that

commercial investment property is

expected to be in use and depreciable

for tax purposes.

Due to the significant judgement exercised

by the Group in determining the deferred

tax on investment property and care suites,

we have given specific audit focus and

attention to this area.

Assumptions with respect to realisation through

held for use

With respect to the assumptions used in the

calculation of deferred tax, we challenged the work

performed and assessed the reasonableness of the

assumptions based on our knowledge of the tax

legislation and other accepted approaches in the

industry.

1. Determining the amount of taxable cash flows

We agreed the amount of taxable cash flows of

investment property and care suites to the Valuers’

report, which is based on materially the same

assumptions and estimates used in the valuation of

investment property and care suites described

above.

2. Timing of taxable cash flows

We tested a sample of new ORAs to confirm that the

Deferred Management Fees (DMF) are contractually

earned at the end of the ORA period.

3. Apportionment of investment property

We have agreed the inputs to the apportionment

calculation to the Valuers’ land valuation and

recalculated the apportionment between land and

buildings.

4. Determining the number of years that

commercial investment property is expected to

be depreciable for tax purposes

We determined a reasonable range for the expected

period in which the relevant assets will be in use and

depreciable for tax purposes. Management’s

judgement was within this range.










OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS71AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT (continued)
To the shareholders of Oceania Healthcare Limited




PwC 6

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in

this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.


For and on behalf of:







Chartered Accountants

24 May 2023

Auckland






PwC 6

with the consolidated financial statements or our knowledge obtained in the audit, or otherwise

appears to be materially misstated. If, based on the work we have performed on the other information

that we obtained prior to the date of this auditor’s report, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report in

this regard.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the consolidated financial statements is

located at the External Reporting Board’s website at:

https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/

This description forms part of our auditor’s report.

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been

undertaken so that we might state those matters which we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our

audit work, for this report or for the opinions we have formed.


The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.


For and on behalf of:







Chartered Accountants

24 May 2023

Auckland



OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS72AUDITOR’S REPORT

CORPORATE GOVERNANCE
This section of the Annual Report provides information on Directors’ independence, diversity and

inclusion policies, remuneration and statutory disclosures.

Oceania’s governance framework is guided by the recommendations set out in the 2020 edition

of the NZX Corporate Governance Code (NZX Code). Oceania has prepared a statement on

the extent to which it has followed the recommendations in the NZX Code. The Corporate

Governance Statement is current as at 31 March 2023. Oceania considers that it has followed

the recommendations in the NZX Code in all respects during the year ended 31 March 2023.

For detailed information on Oceania’s corporate governance policies, practices and processes please

refer to the Investor Centre section on the Oceania website - oceaniahealthcare.co.nz/investor-

centre/governance. This contains the following documents:

Corporate Governance Statement

Constitution

Charters

– Board Charter

– Audit Committee Charter

– Clinical and Health and Safety Committee Charter

– Development Committee Charter

– People and Culture Committee Charter

– Sustainability Committee Charter

Policies

– Code of Values and Conduct

– Continuous Disclosure Policy

– Diversity and Inclusion Policy

– External Auditor Independence Policy

– Fraud Policy

– Health and Safety Policy

– Privacy Policy

– Remuneration Policy

– Trading in Company Securities Policy

– Whistleblowing Policy

Dividend Reinvestment Plan Offer Document

Director independence

As at 31 March 2023, the Board comprised seven Directors. All of the Directors are non-executive

Directors. The Board has considered which of the Directors are Independent Directors for the

purposes of the NZX Listing Rules (Rules), having regard to the Rules, including the factors in the

NZX Code. The Board has determined that, as at 31 March 2023, all seven Directors are Independent

Directors, including the Chair and the Chair of the Audit Committee. As at the date of this Annual

Report, the Directors are:

Elizabeth CouttsChair, Independent DirectorAppointed in November 2014

Alan IsaacIndependent DirectorAppointed in October 2015

Dame Kerry PrendergastIndependent DirectorAppointed in December 2016

Sally EvansIndependent DirectorAppointed in March 2018

Gregory TomlinsonIndependent DirectorAppointed in March 2018

Robert HamiltonIndependent DirectorAppointed in September 2021

Peter DufaurIndependent DirectorAppointed in September 2021

Committee Membership

The Board has five standing committees to assist in the execution of the Board’s duties, being

the Audit Committee, the People and Culture Committee, the Clinical and Health and Safety

Committee, the Development Committee and the Sustainability Committee. As at 31 March 2023,

membership of the committees was as follows:

Audit Committee – Alan Isaac (Chair), Elizabeth Coutts, Robert Hamilton

People and Culture Committee – Sally Evans (Chair), Elizabeth Coutts, Alan Isaac

Clinical and Health and Safety Committee – Dame Kerry Prendergast (Chair), Elizabeth Coutts,

Sally Evans

Development Committee – Gregory Tomlinson (Chair), Elizabeth Coutts, Peter Dufaur

Sustainability Committee – Robert Hamilton (Chair), Elizabeth Coutts, Sally Evans

Diversity and Inclusion

Oceania’s Diversity and Inclusion Policy is available on its website at oceaniahealthcare.co.nz/

investor-centre/governance. The Diversity and Inclusion Policy aims to ensure that Oceania has a

focus on diversity throughout the organisation. This recognises that a diverse workforce contributes

to business growth and performance, helping to drive an inclusive, high performance environment.

The Board considers that the Diversity and Inclusion Policy has been successfully implemented

across the business with an excellent balance of gender and ethnicity at Director and officer levels.

As at 31 March 2023 (and 31 March 2022 for the prior comparative period), the gender breakdown of

the Directors, officers (as that term is defined in the NZX Listing Rules) and employees is as follows:

31 March 202331 March 2022

GenderMaleFemaleGender Diverse

1

MaleFemaleGender Diverse

1

Directors43043-

Officers23023-

Employees4662,425164482,421-

Oceania is introducing internal systems and processes to allow regular and efficient monitoring of

policy objectives.

1 Gender diverse is self-identified and includes undeclared gender and “other” gender. Gender diverse statistics were not collected as at

31 March 2022.

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS73CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Remuneration Report

Remuneration Overview

Oceania presents this remuneration overview for the year ended 31 March 2023. This overview

provides details of Oceania’s approach to remuneration including incentive plans for executives that

were in place for the year ended 31 March 2023 and remuneration received by the Chief Executive

Officer (CEO) and the Directors.

Remuneration Principles

It is recognised that in order to drive sustainable business performance and execute the strategic

plan, Oceania must attract and retain people of a high calibre with requisite expertise. Accordingly,

the Board sets the remuneration of executives with regard to this and other business objectives.

It is Oceania’s policy to align components of executive remuneration with the performance of

Oceania and its shareholders. Executive remuneration therefore comprises both fixed and “at risk”

(or performance-based) elements which are both short and long-term in nature. The purpose of

this policy is to ensure that the interests of the executives, Oceania and its shareholders are aligned

during the period over which the business results are realised.

As a result, the remuneration framework is structured to promote the long-term sustainable growth

of Oceania with a portion of performance-based senior executive remuneration awarded as rights

to equity.

Remuneration Governance

Oceania has established a People and Culture Committee to assist the Board in the conduct of the

Board’s responsibilities with regard to people and culture, including remuneration. The People and

Culture Committee Charter can be found at oceaniahealthcare.co.nz/investor-centre/governance.

The People and Culture Committee is responsible for:

– Reviewing and recommending changes to Oceania’s remuneration structure, people policies,

procedures and practices, objectives and performance;

– Reviewing and recommending changes to the remuneration of the CEO and executives,

having regard to Oceania’s strategy, vision, values, business objectives and performance, the

responsibilities and performance of executives and the general external market; and

– Reviewing and recommending changes to Director fees, taking into account the external market,

work load, succession planning and the need to offer competitive fees to attract and retain non-

executive Directors of a high calibre.

The Board is responsible for:

– Approving changes to Oceania’s remuneration structure, people policies, procedures and

practices, objectives and performance;

– Approving changes to the remuneration of the CEO and executives; and

– Recommending changes to non-executive Director remuneration, for approval by shareholders.

The members of the People and Culture Committee during the year ended 31 March 2023 were

Sally Evans (Chair), Elizabeth Coutts and Alan Isaac.

CORPORATE GOVERNANCE (continued)

Executive Remuneration Framework

Oceania’s remuneration structure for executives, including the CEO, comprises three elements:

– Total fixed remuneration (TFR);

– Short term incentive (STI); and

– Long term incentive (LT I).

The following summarises each component of executive remuneration. A summary of the

remuneration of the CEO, Brent Pattison, is set out below.

a. Total Fixed Remuneration

Fixed remuneration includes base salary, the provision of a carpark, a vehicle allowance (in

some cases) and Kiwisaver contributions. Each executive’s fixed remuneration is set based on the

individual’s position, market relativity, and the individual’s qualifications and experience. TFR is

reviewed annually.

b. Short Term Incentive

The STI is currently a cash payment which is dependent on the achievement of a combination of

Oceania and individual performance measures and is capped at a maximum achievement of 100%

of base salary.

The performance measures are set by reference to the executive’s responsibility and particular

projects relevant to that executive and the business or function for which they are responsible.

The purpose of the STI is to reward executives for meeting measurable objectives linked to a

financial year.

The table below sets out the key terms for the STI plan granted to executives during the year ended

31 March 2023.

FeatureApproach

PurposeAlign individual performance with Oceania objectives

Provide individuals with a competitive market position for total reward

(ie variable and fixed pay components)

EligibilityThose considered for participation in the STI programme must be able to

impact the performance of their work area or function and also contribute

to Oceania’s overall performance.

InstrumentCash

Performance criteriaThe following criteria must be met before any payments are made:

– Underlying EBITDA target for the financial year

– Targets related to the delivery of strategic pillar initiatives

– Targets focused on delivery key business projects

– Achievement of a health and safety target

– Achievement of a sustainability target

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS74CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
c. Long Term Incentive

For the year ended 31 March 2023, Oceania had a performance share rights plan as its LTI for

the executive team. The value and targets for the LTI plan are determined by the Board and are

designed to provide an incentive to executives, retain key talent within the executive team and

align the interests of the executive team and shareholders through the successful execution of

Oceania’s strategy.

The table below sets out the key terms for the grants made to executives under the LTI plan during

the year ended 31 March 2023:

FeatureApproach

EligibilityThe Board determines whether an LTI plan will operate and the extent

(if any) to which each executive is invited to participate in an LTI plan

each year.

InstrumentParticipants receive an allocation of Performance Share Rights.

Participants are granted a share right dollar allocation as assessed

by the Board with reference to external benchmarking. The number

of Performance Share Rights to be allocated to each participant

is determined based on the volume weighted average share price

(VWAP) calculated over a 20 working day period on either side of the

year end results announcement.

If the performance hurdle is met at the end of a performance period,

some or all of the Performance Share Rights will become Qualifying

Share Rights.

If the participant remains employed with Oceania until the vesting

date, the Qualifying Share Rights will vest and be eligible for

conversion into ordinary shares in Oceania for nil consideration.

On conversion, participants will receive one ordinary share per

Qualifying Share Right, less an adjustment for the amount of PAYE tax

paid by Oceania on the participant’s behalf for the benefit which the

participant receives from the scheme.

Performance periodThere are three performance periods, each applying to one third of

the Performance Share Rights in a grant, including:

– one year from 1 April 2022 to 31 March 2023;

– two years from 1 April 2022 to 31 March 2024; and

– three years from 1 April 2022 to 31 March 2025.

FeatureApproach

Performance hurdleTSR Performance Hurdle: Oceania’s total shareholder return (TSR)

in the performance period relative to total shareholder return of the

NZX50 group of companies. If Oceania is in the bottom quartile of TSR

performance for the NZX50 group, then no Performance Share Rights

will become Qualifying Share Rights. If Oceania is between 25% and

75% of TSR performance for the NZX50 group, then Performance

Share Rights will become Qualifying Share Rights on a sliding scale.

If Oceania is in the top quartile of TSR performance for the NZX50

group, then 100% of Performance Share Rights will become Qualifying

Share Rights.

Dividends and voting rightsPerformance Share Rights do not have voting rights or entitlement to

dividends.

Cessation of employment – If a participant ceases to be employed due to an Involuntary Event

(such as death, redundancy or total permanent illness or injury),

the Board may, in its absolute discretion, determine whether the

participant’s Qualifying Share Rights and any other Performance

Share Rights may be retained by the participant as if he or she

remained employed by Oceania, or whether the vesting of such

Qualifying Share Rights and any other unvested Performance Share

Rights may be accelerated. Any Performance Share Rights that are

not retained or vested will lapse.

– If a participant ceases to be employed for any other reason, all

of the participant’s Performance Share Rights, including any

Qualifying Share Rights, will lapse.

VestingAlthough Performance Share Rights become Qualifying Share Rights

at the end of each financial year (subject to meeting the performance

hurdle), participants must wait until the vesting date for the Qualifying

Share Rights to become eligible to convert into ordinary shares. The

vesting date is 31 March 2025.

In addition to the grant summarised above, there was a small grant of 2020/2023 Performance

Share Rights to the CEO to reflect an entitlement under the CEO’s employment contract for the year

ended 31 March 2021. This is summarised further under “LTI Payment” below.

The Board is currently considering the structure of the LTI grant for the year ended 31 March 2024.

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS75CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
CEO Remuneration

The remuneration for the CEO for the year ended 31 March 2023 is as follows:

Total fixed remunerationSTISubtotalLTIP

Remuneration

Total

Base SalaryOther Benefits

Paid in FY2023

1

$729,240$116,104$292,500$ 1 , 1 3 7, 8 4 4$ 7, 6 8 5$1,145,529

Earned in FY2023

2

$729,240$116,104$154,000$999,344$ 7, 6 8 5$1,007,029

1. The total fixed remuneration and STI figures above include all monetary payments actually paid during the course of the year ended

31 March 2023, which include performance incentive payments for the year ended 31 March 2022. The table does not include amounts

paid after 31 March 2023 that relate to the year ended 31 March 2023.

2 The total fixed remuneration and STI figures include all monetary amounts earned in respect of the year ended 31 March 2023.

The remuneration for the CEO for the year ended 31 March 2022 (being the prior comparative

period) was as follows

1

:

Total fixed remunerationSTISubtotalLTIP

Remuneration

Total

Base SalaryOther Benefits

$601,839$61,802$292,500$956,141$252,926$1,209,067

1. The total fixed remuneration and STI figures above include all monetary payments actually paid during the course of the year ended

31 March 2022, which include performance incentive payments for the ten month period ended 31 March 2021. The table does not

include amounts paid after 31 March 2022 that relate to the year ended 31 March 2022.

Fixed remuneration

In the year ended 31 March 2023, the CEO, Mr Pattison received fixed remuneration of

$845,344. This includes a base salary, the provision of a carpark, a vehicle allowance and

Kiwisaver contributions.

STI payment

In the year ended 31 March 2023, Mr Pattison received an STI payment of $292,500 for the

achievement of certain targets in the year ended 31 March 2022. Targets were set with reference to a

10% increase in underlying EBITDA, sales and resales volumes, occupancy rates, the number of units

under construction, retention of key staff, the number of care centres achieving three or four year

certification, a health and safety target and an acquisition target.

In relation to the STI for the year ended 31 March 2023, targets were set with reference to a 10%

increase in underlying EBITDA, sales volumes, occupancy rates, the number of units delivered in the

period, employer NPS, a health and safety target, a sustainability target and an acquisition target.

Mr Pattison’s STI entitlement under the STI for the year ended 31 March 2023 is $280,000 and it

is expected that Mr Pattison will receive 55% of the STI entitlement in respect of the year ended

31 March 2023. This payment will be made in May 2023.

LT I p a y m e n t

During the year ended 31 March 2023, Mr Pattison received long term incentive benefits (comprised

of Performance Share Rights) of $400,000 value at the time of grant.

The performance conditions for the 2022/2025 Performance Share Rights granted during the year

ended 31 March 2023 are described above.

Mr Pattison was also granted 3,816 “2020/2023 Performance Share Rights” on the same terms and

conditions, performance hurdles, and measurement periods, as Performance Share Rights granted in

the year ended 31 March 2021. This reflected an entitlement in Mr Pattison’s employment agreement

for that year which had not previously been awarded. These 2020/2023 Performance Share Rights

are subject to two performance hurdles, including:

(a) a TSR performance hurdle; and

(b) a hurdle based on annual growth in underlying earnings (before interest, tax, depreciation and

amortisation) per share.

The vesting date for 2020/2023 Performance Share Rights was 31 March 2023.

Long term incentives in the form of equity instruments received by Mr Pattison to 31 March 2023 are:

Grant DateVesting DateInstrumentStatus

LTI 2022/20251 April 202231 March 2025

395,922 Performance

Share RightsUnvested

LTI 2021/20241 April 202131 March 2024

375,000 Performance

Share RightsUnvested

LTI 2020/202315 September 202031 March 2023

421,254 Performance

Share Rights

1

50% vested

50% lapsed

1 Includes 417,442 Performance Share Rights granted in FY2021 and 3,816 Performance Share Rights granted in FY2023.

Key terms of CEO employment contract

The table below sets out the key terms of Mr Pattison’s employment contract:

Contract duration

Notice period –

company

Notice period –

CEO

Termination

provision (where

notice provided)

Post-employment

restraint

Ongoing until terminated by either party

6 months unless

for cause6 months6 months12 months

Three-year summary – CEO’s remuneration

NameTotal Remuneration

Percentage STI

against maximum

Percentage

vested LTIs

against maximum

Span of LTI

performance period

Brent PattisonFY2023$1,145,52955%50%

2020-2021;

2020-2022; or

2020-2023

3

FY2022$1,209,067100%N /AN /A

FY2021

1

$39,3130%

2

N /AN /A

1 Pro rated from start date of 6 March 2021

2 Mr Pattison’s STI received in FY2021 is not included as the STI related to the period in which Mr Pattison was Chief Financial Officer.

3 Performance Share Rights in this grant had a measurement date of either 31 March 2021, 31 March 2022 or 31 March 2023, on which

date performance against the performance hurdles was measured. All vesting occurred at the end of the three year period, on

31 March 2023.

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS76CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Breakdown of CEO’s pay for performance (FY2023)

DescriptionPerformance measuresPercentage achieved

STISet at a gross target amount of

40% of base remuneration (giving

a current target of $280,000) and

is achievable in each financial year

100% on company performance55%

LTI – 2020/2023

1

Three-year grant50% based on TSR performance

relative to NZX50 group

33%

50% based on growth in

underlying earnings per share

being equal to or greater than

the target

67%

1 The LTI-2020/2023 grant was based on Mr Pattison’s appointment as Chief Financial Officer

Total Shareholder Return Performance (Five Year Summary)

50

100

150

200

Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18

Total Shareholder Return (rebased to 100)

OceaniaNZX50

Directors’ Fees

Directors’ remuneration is paid in the form of fees. A higher level of fees is paid to the Chair

to reflect the additional time and responsibilities that this position involves. Additional fees are

payable in respect of work carried out by the Chairs of the Audit Committee, People and Culture

Committee, the Clinical and Health and Safety Committee, the Development Committee and the

Sustainability Committee.

Non-executive Directors do not receive performance-based remuneration.

Total remuneration for non-executive Directors is subject to an aggregate fee pool limit. As at

31 March 2023, the maximum fee pool for non-executive Directors was $896,000 (plus GST, if any)

per annum. The pool was last fixed at the Annual Shareholders Meeting on 23 June 2022. This

maximum fee pool comprises total annual fees payable to non-executive Directors of $871,000 (plus

GST, if any) as well as headroom of $25,000 in order to allow for the Board to approve payments to

non-executive Directors for assuming additional responsibilities above and beyond the normal duties

of either the Board or a Committee.

In the year ended 31 March 2023, the amount paid to non-executive Directors was $871,000 (plus

GST and expenses). No payments were made to non-executive Directors for assuming additional

responsibilities above and beyond the normal duties of the Board or a Committee for significant

strategic work or projects.

Director Remuneration paid in the year ended 31 March 2023

DirectorBoard Fees

Audit

Committee

Clinical

and Health

and Safety

Committee

People and

Culture

Committee

Development

Committee

Sustainability

Committee

Total

remuneration

Elizabeth

Coutts (Chair)

$200,000-----$200,000

Alan Isaac$100,000$20,000----$120,000

Dame Kerry

Prendergast

$100,000-$15,000---$115,000

Sally Evans$100,000--$12,000--$112,000

Gregory

Tomlinson

$100,000---$12,000-$112,000

Robert

Hamilton

$100,000----$12,000$112,000

Peter Dufaur$100,000-----$100,000

The above fees exclude GST and expenses.

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS77CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Employees’ Remuneration

Oceania did not employ people directly in the year ended 31 March 2023. All employees are

employed by the subsidiaries of Oceania. The number of employees and former employees of

Oceania’s subsidiaries, not being a Director of Oceania, who received remuneration and other

benefits the value of which was or exceeded $100,000 during the financial year ended 31 March

2023 is set out in the table of remuneration bands below.

The remuneration figures shown in the “Remuneration” column include all monetary payments

actually paid during the course of the year ended 31 March 2023, which include performance

incentive payments for the year ended 31 March 2022. The table does not include amounts paid

after 31 March 2023 that relate to the year ended 31 March 2023.

RemunerationNumber of EmployeesRemunerationNumber of Employees

$100,000 - $109,99963$230,000 - $239,9991

$110,000 - $119,99927$240,000 - $249,9991

$120,000 - $129,99912$250,000 - $259,9993

$130,000 - $139,99914$270,000 - $279,9991

$140,000 - $149,9998$290,000 - $299,9992

$150,000 - $159,99911$300,000 - $309,9991

$160,000 - $169,99910$360,000 - $369,9991

$170,000 - $179,9996$470,000 - $479,9991

$180,000 - $189,9992$500,000 - $509,9991

$190,000 - $199,9991$510,000 - $519,9991

$200,000 - $209,9993$540,000 - $549,9991

$210,000 - $219,9993$1,130,000 - $1,139,9991

$220,000 - $229,9992

Statutory Disclosures

Disclosure of Directors’ Interests

The following particulars were entered in the Interests Register kept for Oceania and its subsidiaries

during the year ended 31 March 2023:

Elizabeth Coutts: Disclosed the following new position: Chair of Voyage Digital (NZ) Limited, trading

as “Two Degrees”.

Disclosed she ceased to hold the following positions: Chair of Skellerup Holdings Limited and director

of other companies in the Skellerup Group.

Dame Kerry Prendergast: Disclosed the following new position: Executive Chair of Royal

New Zealand Ballet.

Disclosed she ceased to hold the following position: Chair of New Zealand Film Commission.

Gregory Tomlinson: Disclosed the following new position: Chair of Heartland Group Holdings

Limited.

Sally Evans: Disclosed the following new position: Director of Allianz Australia Life Policy Services

Pty Limited.

Robert Hamilton: Disclosed the following new positions: Director of NZX Limited, Member of the

Auckland Grammar School Foundation Trust.

Disclosed he ceased to hold the following positions: Director of NZX Limited, Board Trustee of

Auckland Grammar School.

Peter Dufaur: Disclosed the following new position: Director of Seventh Coalition Holdings Limited.

Specific Disclosures

There were no specific disclosures made by Directors during the year ended 31 March 2023 of any

interests in transactions with Oceania or any of its subsidiaries.

Use of Company Information

During the year ended 31 March 2023, the Board did not receive any notices from Directors

requesting use of Oceania’s or any of its subsidiaries’ information.

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS78CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Securities Dealings of Directors

Dealings by Directors of Oceania in relevant interests in Oceania’s ordinary shares during the year

ended 31 March 2023 are entered in the Interests Register:

DirectorNumber of

ordinary shares

Nature of

relevant interest

Acquisition /

disposal

Consideration

(per share)

Date of Transaction

Sally Evans

40,000

Registered and

beneficial interest

Acquisition

$1.05

24 May 2022

Elizabeth Coutts

50,000

Beneficial interestAcquisition

$1.01

27 May 2022

Elizabeth Coutts

25,000

Beneficial interestAcquisition

$1.04

2 June 2022

Elizabeth Coutts

40,053

Beneficial interest Acquisition

$0.99

21 June 2022

Alan Isaac

4,709

Beneficial interestAcquisition

$0.99

21 June 2022

Dame Kerry Prendergast

5,464

Registered and

beneficial interest

Acquisition

$0.99

21 June 2022

Sally Evans

2,732

Registered and

beneficial interest

Acquisition

$0.99

21 June 2022

Gregory Tomlinson

619,977

Beneficial interestAcquisition

$0.99

21 June 2022

Peter Dufaur

1,167

Registered and

beneficial interest

Acquisition

$0.99

21 June 2022

Elizabeth Coutts

42,762

Beneficial interest Acquisition

$0.80

14 December 2022

Alan Isaac

4,851

Beneficial interest Acquisition

$0.80

14 December 2022

Dame Kerry Prendergast

5,630

Registered and

beneficial interest

Acquisition

$0.80

14 December 2022

Sally Evans

2,827

Registered and

beneficial interest

Acquisition

$0.80

14 December 2022

Gregory Tomlinson

643,618

Beneficial interest Acquisition

$0.80

14 December 2022

Peter Dufaur

1,202

Registered and

beneficial interest

Acquisition

$0.80

14 December 2022

Directors’ Interests in Shares

Directors of Oceania have disclosed the following relevant interests in shares as at 31 March 2023:

DirectorNumber of shares in which a relevant interest is held

Elizabeth Coutts1,902,507 shares

Alan Isaac311,389 shares

Dame Kerry Prendergast361,297 shares

Sally Evans143,584 shares

Gregory Tomlinson

1

27,882,244 shares

Robert Hamilton40,500 shares

Peter Dufaur77,169 shares

1 Gregory Tomlinson’s relevant interests are legally held by Tomlinson Group Investments Limited and Harrogate Trustee Limited.

Indemnity and Insurance

Oceania has granted indemnities, as permitted by the Companies Act 1993 and the Financial

Markets Conduct Act 2013, in favour of each of its Directors. Oceania also maintains Directors’

and Officers’ liability insurance for its Directors and officers.

Auditor’s Fees

Oceania’s external auditor is PricewaterhouseCoopers. Total fees paid to PricewaterhouseCoopers

in its capacity as auditor during the financial year ended 31 March 2023 were $647,000. Total fees

paid to PricewaterhouseCoopers for other professional services (being trustee reporting, agreed

upon procedures for proxy voting at the Annual Shareholder Meeting and services related to

understanding the potential impact of climate related reporting requirements) during the financial

year ended 31 March 2023 were $31,000. No other fees were paid to PricewaterhouseCoopers

for other professional services.

Total fees paid to PricewaterhouseCoopers in its capacity as auditor during the financial

year ended 31 March 2022 (for the prior comparative period) were $540,000. Total fees paid

to PricewaterhouseCoopers for other professional services (being trustee reporting, requested

procedures for the LTIP, services related to understanding the potential impact of climate related

reporting requirements and agreed upon procedures for the Annual Shareholders Meeting) during

the financial year ended 31 March 2022 (for the prior comparative period) were $76,000. No other

fees were paid to PricewaterhouseCoopers for other professional services.

Donations

During the year ended 31 March 2023, Oceania paid a total of $12,621 in donations.

Listings

Oceania’s shares are listed on the NZX Main Board and the Australian Securities Exchange operated

by ASX Limited. Oceania is listed on ASX as a Foreign Exempt Listing, which means that Oceania is

required to comply with the NZX Listing Rules but it is exempt from the majority of the ASX Listing

Rules. In accordance with ASX Listing Rule 1.15.3, Oceania confirms that it has complied with the

NZX Listing Rules for the financial year ended 31 March 2023.

NZX Waivers

Oceania did not apply for or rely upon any waivers from the requirements of the NZX Listing Rules

during the financial year ended 31 March 2023.

Credit Rating

Oceania currently has not sought a credit rating.

Former Directors

Stephen Speers, Paul Gray and Neville Cook resigned as Directors of Bream Bay Village Limited on

1 July 2022.

Subsidiary Company Directors

Brent Pattison and Kathryn Waugh are the Directors of all Oceania’s subsidiaries as at 31 March

2023, with the exception of OCA Employees Trustee Limited (the Directors of which are Elizabeth

Coutts and Sally Evans).

No remuneration is payable, and there is no entitlement to other benefits, for any directorship of

a subsidiary.

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS79CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Shareholder and Bondholder Information

Twenty Largest Registered Shareholders

(as at 30 April 2023)

Registered ShareholderNumber of Shares% Shares

1

New Zealand Central Securities Depository Limited

(see further table below)

232,514,39532.26

2

Forsyth Barr Custodians Limited4 7, 4 8 7, 6 7 86.59

3

FNZ Custodians Limited38,732,1925.37

4

Custodial Services Limited38,591,5745.35

5

New Zealand Depository Nominee Limited 24,686,4843.42

6

Tomlinson Group Investments Limited

1

23,831,0553.3

7

Hobson Wealth Custodian Limited 22,866,5343.17

8

Lennon Holdings Limited 8,253,4671.14

9

H & G Limited 6,150,0000.85

10

JB Were (NZ) Nominees Limited 5,656,7400.78

11

FNZ Custodians Limited 5,134,7160.71

12

Andrew Craig Strong and Alison Jean Strong 4,669,0710.64

13

JB Were (NZ) Nominees Limited 4,5 8 5,0740.63

14

Harrogate Trustee Limited

1

4,051,1890.56

15

M A Janssen Limited 3,870,0260.53

16

Forsyth Barr Custodians Limited3,236,4820.44

17

Leveraged Equities Finance Limited 3,206,7840.44

18

OCA Employees Trustee Limited 2,636,6590.36

19

FNZ Custodians Limited 2,464,3650.34

20

Hobson Wealth Custodian Limited 2,437,7070.33

Total485,062,1926 7. 2 1

1 Gregory Tomlinson’s relevant interests are held by Tomlinson Group Investments Limited and Harrogate Trustee Limited

New Zealand Central Securities Depository Limited provides a custodial depository service that

allows electronic trading of securities to its members. It does not have a beneficial interest in these

shares. Its major holdings of Oceania shares are held on behalf of:

NameNumber of Shares% Shares

1BNP Paribas Nominees (NZ) Limited 33,313,659 4.62

2

HSBC Nominees (New Zealand) Limited 25,348,085 3.52

3

MFL Mutual Fund Limited 24,698,588 3.43

4

Accident Compensation Corporation 21,928,302 3.04

5

Generate Kiwisaver Public Trust Nominees Limited 21,716,060 3.01

6

ANZ Wholesale Trans-Tasman Property Securities Fund 20,962,952 2.91

7

Citibank Nominees (New Zealand) Limited 17,619,181 2.45

8

JP Morgan Chase Bank NA NZ 1 7, 5 3 1 ,7 3 7 2.43

9

HSBC Nominees (New Zealand) Limited 1 2 , 3 5 7, 8 6 9 1.72

10

ANZ Wholesale Australasian Share Fund 9,321,825 1.29

11

Simplicity Nominees Limited 6,454,423 0.90

12

TEA Custodians Limited Client Property Trust Account 6,008,710 0.83

13

Pathfinder Nominees Limited 5,934,909 0.82

14

Public Trust Class 10 Nominees Limited 2,681,299 0.37

15

BNP Paribas Nominees (NZ) Limited 2,615,422 0.36

16

ANZ Wholesale Property Securities 2,115,160 0.29

17

BNP Paribas Nominees (NZ) Limited 585,700 0.08

18

ANZ Custodial Services New Zealand Limited 540,946 0.08

19

Public Trust RIF Nominees Limited 370,083 0.05

20

Public Trust RIF Nominees Limited 270,218 0.04

Spread of Registered Shareholdings

(as at 30 April 2023)

Size of HoldingNumber of Shareholders%Number of Shares%

1 – 1,00098611.5482,6090.07

1,001 – 5,0002,12624.796,240,7300.86

5,001 – 10,0001,62318.931 2 , 3 8 7,7 5 81.72

10,001 – 100,0003,39939.63102,095,92214.17

100,001 and over4425.15599,348,16683.18

Totals8,576100720,555,185100

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS80CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Substantial Product Holders

According to notices given under the Financial Markets Conduct Act 2013, the following were

substantial product holders of Oceania as at 31 March 2023:

Substantial Product HolderNumber of Shares

% of shares held

at date of noticeDate of Notice

ANZ New Zealand Investments Limited, ANZ Bank

New Zealand Limited and ANZ Custodial Services

New Zealand Limited

54,134,5767. 5 6 915 December 2022

Twenty Largest Registered Bondholders OCA 010

(as at 30 April 2023)

Registered BondholderNumber of Bonds% Bonds

1Custodial Services Limited 44,574,00035.65

2

New Zealand Central Securities Depository Limited

(see further table below)

24,351,00019.48

3

FNZ Custodians Limited 17,306,00013.84

4

Hobson Wealth Custodian Limited 11,404,0009.12

5

Forsyth Barr Custodians Limited 5,118,0004.09

6

Investment Custodial Services Limited 2,446,0001.95

7

Forsyth Barr Custodians Limited 1,277,0001.02

8

JB Were (NZ) Nominees Limited 1,275,0001.02

9

FNZ Custodians Limited 940,0000.75

10

FNZ Custodians Limited 695,0000.55

11

David James Foster & Linda Joyce Foster 500,0000.4

12

Craig John Thompson 500,0000.4

13

Custodial Services Limited 452,0000.36

14

Henry & William Williams Memorial Trust Incorporated 400,0000.32

15

Hugh McCracken Ensor 370,0000.29

16

William Leonard Wright & Gillian Wright 350,0000.28

17

Hobson Wealth Custodian Limited 200,0000.16

18

Robert Raymond Paterson 200,0000.16

19

Hobson Wealth Custodian Limited 195,0000.15

20

Gabriele Landvogt 170,0000.13

Total112,723,00090.12

New Zealand Central Securities Depository Limited provides a custodial depository service that

allows electronic trading of securities to its members. It does not have a beneficial interest in these

bonds. Its major holdings of Oceania bonds are held on behalf of:

NameNumber of Bonds% Bonds

1TEA Custodians Limited Client Property Trust Account 12,590,000 10.07

2

Generate Kiwisaver Public Trust Nominees Limited 4,080,000 3.26

3

Mint Nominees Limited 3,490,000 2.79

4

Queen Street Nominees ACF PIE Funds 2,895,000 2.32

5

JP Morgan Chase Bank NA NZ Branch 500,000 0.40

6

Public Trust RIF Nominees Limited 358,000 0.29

7

Public Trust RIF Nominees Limited 160,000 0.13

8

ANZ Custodial Services New Zealand Limited 110,000 0.09

9

Public Trust Class 10 Nominees Limited 97,000 0.08

10

BNP Paribas Nominees (NZ) Limited 71,000 0.06

Spread of Registered Bondholdings OCA 010

(as at 30 April 2023)

Size of HoldingNumber of Bondholders%Number of Bonds%

1,001 – 5,000184.0690,0000.07

5,001 – 10,0008819.86864,0000.69

10,001 – 100,00030368.410,560,0008.45

100,001 and over347. 6 8113,486,00090.79

Totals443100125,000,000100

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS81CORPORATE GOVERNANCE

CORPORATE GOVERNANCE (continued)
Twenty Largest Registered Bondholders OCA 020

(as at 30 April 2023)

Registered BondholderNumber of Bonds% Bonds

1

New Zealand Central Securities Depository Limited

(see further table below)

28,303,00028.3

2

Custodial Services Limited 25,466,00025.46

3

FNZ Custodians Limited 11,242,00011.24

4

Forsyth Barr Custodians Limited 10,425,00010.42

5

Hobson Wealth Custodian Limited 8,223,0008.22

6

Investment Custodial Services Limited 1,830,0001.83

7

Forsyth Barr Custodians Limited 1,066,0001.06

8

FNZ Custodians Limited 922,0000.92

9

Hobson Wealth Custodian Limited 623,0000.62

10

JB Were (NZ) Nominees Limited 569,0000.56

11

KIWIGOLD.CO.NZ Limited 400,0000.4

12

Marianne Mathilde Marie Stoessel 350,0000.35

13

Andrew William Gawlik & Susan Mary Gawlik 280,0000.28

14

Custodial Services Limited 183,0000.18

15

JB Were (NZ) Nominees Limited 175,0000.17

16

FNZ Custodians Limited 173,0000.17

17

Paul Arnold Aitken 170,0000.17

18

Lili Wang 150,0000.15

19

Woodford Enterprises Limited 150,0000.15

20

Visregen Technologies Limited 140,0000.14

Total90,840,00090.79

New Zealand Central Securities Depository Limited provides a custodial depository service that

allows electronic trading of securities to its members. It does not have a beneficial interest in these

bonds. Its major holdings of Oceania bonds are held on behalf of:

NameNumber of Bonds% Bonds

1Generate Kiwisaver Public Trust Nominees Limited 12,100,000 12.1

2

National Nominees Limited 9,553,000 9.55

3

TEA Custodians Limited Client Property Trust Account 5,900,000 5.9

4

JP Morgan Chase Bank NA NZ Branch 400,000 0.4

5

Westpac Banking Corporate NZ Financial Markets Group 172,000 0.17

6

Public Trust RIF Nominees Limited 110,000 0.11

7

BNP Paribas Nominees (NZ) Limited 68,000 0.07

Spread of Registered Bondholdings OCA 020

(as at 30 April 2023)

Size of HoldingNumber of Bondholders%Number of Bonds%

1,001 – 5,0005510.83275,0000.28

5,001 – 10,00013726.971,134,0001.13

10,001 – 100,00028956.897,569,0007. 5 7

100,001 and over275.3191,022,00091.02

Totals508100100,000,000100

CORPORATE GOVERNANCE (continued)

OCEANIA ANNUAL REPORT 2023BETTER CONNECTIONCONTENTS82CORPORATE GOVERNANCE

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