FPH 2023 Notice of Annual Meeting and Voting Form

News Release
STOCK EXCHANGE LISTINGS: NEW ZEALAND (FPH), AUSTRALIA (FPH)

2023 Notice of Annual Meeting and Voting Form

Auckland, New Zealand, 7 July 2023 - Fisher & Paykel Healthcare Corporation Limited (NZX:FPH,
ASX:FPH) has provided a copy of the Notice of Meeting for its 2023 Annual Shareholders’ Meeting,
which will be held in person at 15 Maurice Paykel Place, East Tāmaki, Auckland, New Zealand on
Tuesday, 29 August 2023 at 2.00pm (NZST) and online at www.virtualmeeting.co.nz/FPH23.

The attached Notice of Meeting and Voting Form will be mailed to shareholders who have not
provided the company’s share registrar with an email address. An electronic copy of these
documents is also available on the company’s website at www.fphcare.co.nz/asm.

About Fisher & Paykel Healthcare
Fisher & Paykel Healthcare is a leading designer, manufacturer and marketer of products and
systems for use in acute and chronic respiratory care, surgery and the treatment of obstructive sleep
apnea. The company’s products are sold in over 120 countries worldwide. For more information
about the company, visit our website www.fphcare.com.

Media & Investor Contacts:

Hayden Brown
Head of Capital Markets and Investor
Relations
hayden.brown@fphcare.co.nz
+64 27 807 8073
Dan Adolph
Senior Communications and Investor Relations
Manager
daniel.adolph@fphcare.co.nz
+64 22 511 4050

Authorised by Fisher & Paykel Healthcare Corporation Limited’s Company Secretary.

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Fisher & Paykel Healthcare Corporation Limited
NOTICE OF ANNUAL
SHAREHOLDERS’
MEETING 2023

The Annual Shareholders’ Meeting of
Fisher & Paykel Healthcare Corporation
Limited (NZBN 9429040719887 and
ABN 69098 026 281) (the Company) will be
held online at www.virtualmeeting.co.nz/FPH23
and in person at 15 Maurice Paykel Place,
East Tamaki, Auckland, New Zealand
on Tuesday, 29 August 2023 commencing
at 2.00pm (NZST).

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20231

IMPORTANT DATES
Record date for voting
entitlements for the Annual
Shareholders’ Meeting
5.00pm,
Friday 25 August 2023
(NZST)
Latest time for
receipt of postal votes
and proxies
2.00pm,
Friday 25 August 2023
(NZST)
Annual Shareholders’
Meeting
2.00pm,
Tuesday 29 August 2023
(NZST)
HOW TO GET TO
THE DANIELL BUILDING
AT 15 MAURICE PAYKEL
PLACE, EAST TAMAKI,
AUCKLAND
HIGHBROOK
DRIVE
DANIELL
BUILDING
PAYKEL

BUILDING
O’HARE

BUILDING
STEWART

BUILDING
MAURICE
PAYKEL PL
At the roundabout at the end
of Maurice Paykel Place, take
the second exit and follow the
signs to the Daniell Building.
Visitor parking is clearly marked
and is available outside the
Daniell Building reception.

Fisher & Paykel Healthcare Corporation Limited
2
BUSINESS
A. CHAIR’S ADDRESS
B. MANAGING DIRECTOR AND
CHIEF EXECUTIVE OFFICER’S REVIEW
C. FINANCIAL STATEMENTS
To receive and consider the financial statements and
the auditor’s report for the year ended 31 March 2023
as contained in the Company’s 2023 annual report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions.
Re-Election of Director
(1) That Pip Greenwood, be re-elected as a Director
of the Company.
(See Explanatory Note 1)
Auditor’s Remuneration
(2) That the Directors be authorised to fix the fees
and expenses of PwC as the Company’s auditor.
(See Explanatory Note 2)
Directors’ Remuneration
(3) That the maximum aggregate annual
remuneration payable to non-executive
Directors be increased by NZ$295,000 from
NZ$1,455,000 to NZ$1,750,000 (plus GST as
appropriate).
(See Explanatory Note 3)

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20233
Long Term Variable Remuneration issued to the
Managing Director and Chief Executive Officer
(4) That approval be given for the issue of up
to 100,000 performance share rights to a
total value of $577,200 under the Fisher
& Paykel Healthcare 2022 Performance
Share Rights Plan to Lewis Gradon,
Managing Director and Chief Executive
Officer of the Company.
(5) That approval be given for the issue of
up to 190,000 options to a total value
of $577,200 under the Fisher & Paykel
Healthcare 2022 Share Option Plan to
Lewis Gradon, Managing Director and
Chief Executive Officer of the Company.
(See Explanatory Note 4)
SHAREHOLDER QUESTIONS
Consideration of any shareholder questions raised
during the meeting.
By Order of the Board of Directors
SCOTT ST JOHN, CHAIR
7 JULY 2023

Fisher & Paykel Healthcare Corporation Limited
4
PROCEDURAL NOTES
Persons entitled to vote
The persons who will be entitled to vote on the
resolutions at the Annual Shareholders’ Meeting are
those persons who will be the shareholders of the
Company at 5.00pm on Friday, 25 August 2023 (NZST).
Casting a vote
The voting form enclosed with this notice allows you,
or your proxy, to vote either for or against, or abstain
from, each of the resolutions. Votes may be cast in any
one of the following ways:
Meeting attendance
Attending in person:
Shareholders present at the Annual Shareholders’
Meeting in person may cast their votes at the meeting.
Download the “LinkVote” App available at the App
Store or Google Play Store to vote at the meeting using
your Apple or Android phone. Further detailed
instructions will be provided on the day of the meeting.
Alternatively, if you prefer to vote using a paper card,
this option will be available.
Attending online:
To attend the meeting online please go to
www.virtualmeeting.co.nz/FPH23. Shareholders
attending online will be able to vote and ask
questions during the Annual Meeting. More
information regarding virtual attendance at the
Annual Meeting (including how to vote and ask
questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide
available at https://bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20235
Online and postal voting prior to the meeting
Shareholders may directly cast a vote prior to the
meeting online at vote.linkmarketservices.com/FPH/
or by post by completing and lodging the enclosed
voting form with the share registrar, Link Market
Services Limited at PO Box 91976, Auckland 1142,
New Zealand, in accordance with the instructions
set out on the form. In either case the vote must reach
Link Market Services Limited not later than 48 business
hours before the time of the holding of the meeting
(i.e. before 2.00pm on Friday, 25 August 2023 (NZST)).
The Board has authorised Link Market Services to
receive and count postal votes.
Proxy
Shareholders may appoint a proxy to attend the
Annual Shareholders’ Meeting and vote in their place.
A body corporate which is a shareholder may appoint
a representative to attend on its behalf in the same
manner as that in which it could appoint a proxy.
A proxy need not be a shareholder of the Company.
A shareholder who wishes to do so may appoint the
Chair of the Meeting to act as proxy.
A proxy will vote as directed in the proxy form or, if
voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the resolutions (subject
to the comments under “Voting Restrictions” below).
If the Chair is appointed as proxy and the voting is left
to his discretion, the Chair intends to vote in favour of
each of Resolutions (1), (2), (4) and (5). The Chair will
abstain from voting on any discretionary proxies in
respect of Resolution (3).
To appoint a proxy, go online to
vote.linkmarketservices.com/FPH/ or complete
and lodge the enclosed voting form with the share
registrar, Link Market Services Limited, in accordance
with the instructions set out on the form. In either case
the proxy must be received not later than 48 business
hours before the time of the holding of the meeting
(i.e. before 2.00pm on Friday, 25 August 2023 (NZST)).

Fisher & Paykel Healthcare Corporation Limited
6
Voting Restrictions
The Company will disregard any votes cast in favour
of Resolution (3) by any Director of the Company and
any of his or her associated persons. The Company will
also disregard any votes cast in favour of Resolutions
(4) or (5) by Lewis Gradon and any of his associated
persons (in each case the term “associated persons”
is as defined in the NZX Listing Rules).
The Company need not disregard a vote cast in favour
of Resolutions (3), (4) or (5) if it is cast by any of the
above people as proxy for a person who is entitled to
vote, in accordance with an express direction on the
proxy form.
Resolutions
All the Resolutions contained in this Notice of
Meeting must be passed by an ordinary resolution
of shareholders, i.e. by a simple majority of the votes
of those shareholders entitled to vote and voting on
the resolution in person or by proxy.
NZX
This Notice of Meeting has been reviewed by
NZX Limited (NZX) in accordance with NZX Listing
Rule 7.1 and NZ RegCo has confirmed it does not
object to this Notice. NZX does not take any
responsibility for any statement in this Notice.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20237

Fisher & Paykel Healthcare Corporation Limited
8
EXPLANATORY NOTE 1 –
RE-ELECTION OF DIRECTOR
Under NZX Listing Rule 2.7, a Director must not hold
office (without re-election) past the third annual
meeting following the Director’s appointment or
three years, whichever is the longer.
Pip Greenwood is the Director retiring in 2023. Being
eligible, Pip Greenwood offers herself for re-election.
Pip Greenwood stands for re-election with the
support of the Board, having considered her tenure,
contribution to the Board, attendance, experience,
other commitments and positions, and
performance generally.
EXPLANATORY NOTES
Pip Greenwood
Pip has been a Director of the Company since
June 2017. Pip is also chair of Westpac New Zealand
Limited, the chair elect of The a2 Milk Company
Limited and a trustee of the Auckland Writers Festival.
Pip has previously been a Director of Spark Limited
and Vulcan Steel Limited and has served as a member
of the New Zealand Takeovers Panel.
Pip Greenwood is considered by the Board to be an
independent Director.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20239
EXPLANATORY NOTE 2 –
AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993,
PwC is automatically reappointed as the auditor of the
Company, and this resolution authorises the Board to
fix the fees and expenses of the auditor in accordance
with section 207S of the Companies Act 1993.
EXPLANATORY NOTE 3 –
DIRECTORS’ REMUNERATION
The Board reviews non-executive Director fees on
an annual basis to ensure they are appropriate
and thereby enable the Company to attract and
retain Directors who contribute to the successful
management of the Company and create value
for shareholders.
In March 2023, the Board engaged Mercer
Consulting (Australia) Pty Ltd (Mercer) to undertake
a benchmarking exercise in order to assess the
appropriateness of the fees being paid to Directors.
The Mercer report, which was completed in May 2023,
benchmarked the Company’s current fees against
NZX and ASX companies of a similar size and scale
to the Company. The report concluded that current
Board Chair fees and non-executive Director fees
are positioned at the 25th percentile of the selected
comparator group.
Fisher & Paykel Healthcare is a global leader in the
market for respiratory humidification products.
The Company has over 6,500 people in 53 countries,
manufacturing facilities in New Zealand, Mexico and
China and 99% of the Company’s revenue is generated
outside of New Zealand. Medical devices are highly
regulated and regulatory requirements are increasing
globally. These factors, together with the significant
growth of the Company since 2020, have resulted in
an increase in the complexity of matters for
consideration by the Board.
As a result, shareholders are being asked to approve
an increase in the total amount available for payment
of non-executive Directors’ fees by NZ$295,000 from
NZ$1,455,000 per annum to NZ$1,750,000 per annum
(plus GST as appropriate), being an increase of 20%.

Fisher & Paykel Healthcare Corporation Limited
10
The Directors may determine the amount payable to
each non-executive Director within the maximum
aggregate amount being approved by shareholders.
For the voting exclusions applicable to this resolution,
please refer to Procedural Notes included in this
Notice of Meeting.
Current Director fees
Fees paid to the Company’s non-executive Directors
for the year ended 31 March 2023 totalled
NZ$1,389,949 (including an overseas Director
allowance paid in acknowledgement of travel, time
and local remuneration practices for the Company’s
Australian-based Directors). A breakdown of the fees
paid to Directors for Board and Committee
membership is set out on pages 14 and 15.
Shareholders last approved an increase in the total
annual remuneration for the Company’s non-executive
Directors in August 2020.
Since 2020:
• the base fee paid to a non-executive Director has
increased 7.6% or a compound annual growth rate
of 2.5%;
• the Company’s operating revenue has increased by
25%, at a compound annual growth rate of 8%, from
$1.26 billion for the year ended 31 March 2020 to
$1.58 billion for the year ended 31 March 2023;
• the Company’s net profit after tax has reduced from
$287.3 million for the year ended 31 March 2020
to $250.3 million for the year ended 31 March 2023.
Despite the pull forward of Hospital hardware sales
during the COVID-19 pandemic, the Company has
continued to invest to advance its longer-term
growth opportunities while mitigating the additional
and transitory costs of meeting the global need for
treating patients during the pandemic; and
• the consumer price index in New Zealand and
Australia has increased 16.3%
1
and 15.9%
2

respectively over the same period.
1. https://infoshare.stats.govt.nz/infoshare/ViewTable.aspx?pxID=0e2163af-
e53f-47ce-a9df-328470005dfe
2. https://www.abs.gov.au/statistics/economy/price-indexes-and-inflation/
consumer-price-index-australia/latest-release#data-downloads

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202311
Independent benchmarking report
The Board is conscious to ensure Directors’ fees are
set and managed in a manner which is fair, flexible and
transparent. The Company conducted a competitive
RFP process in late 2022/early 2023 to determine who
would be appointed to conduct the benchmarking
exercise. Criteria that were considered when
determining which consultant to appoint included
independence and industry experience.
Mercer was successful in this RFP process and were
appointed to conduct the benchmarking exercise
and provide an independent recommendation on
the appropriate level of non-executive Director fees.
Mercer maintain a significant database of Directors’
fees information in New Zealand and Australia.
Using this database, the Company’s current fees
were benchmarked against a comparator group,
made up of 19 listed entities from both the NZX
and ASX. All companies listed on the ASX and NZX
headquartered in either Australia or New Zealand
were initially considered. Mercer then filtered all of
these companies to include only companies classified
within the healthcare, communication services
and information technology sectors based on the
Global Industry Classification Standard. A market
capitalisation filter of 33% to 300% of the Company’s
6-month average market capitalisation was then
applied. This resulted in a comparator group consisting
of 9 companies that have a primary NZX listing and
10 companies that have a primary ASX listing.
A summary of the Mercer report, which includes
the benchmarking methodology, comparator group
constituents and non-executive Director fee
recommendations, is available on the Company’s
website (www.fphcare.co.nz/asm).
The Mercer report indicates that the Company’s
aggregate fee pool is currently positioned at the
25th percentile of the comparator group and
recommends an increase that would place the
aggregate fee pool at the median of the
comparator group.
For ease of reference, current fee data from the
comparator group and the Mercer recommendations
are summarised in the table on pages 14 and 15.

Fisher & Paykel Healthcare Corporation Limited
12
Proposed increase to the Director fee pool
As a result of the benchmarking process conducted
by Mercer and the Board’s consultation with a number
of shareholders and shareholder representative bodies,
the Board has determined to propose an increase in
the total annual pool available for remunerating the
non-executive Directors in line with Mercer’s
recommendations. In doing so, the Board has
considered the experience and responsibility of the
Directors, the size and complexity of Fisher & Paykel
Healthcare’s operations, the level of governance and
consequent time commitment, relative to the
benchmarking advice from Mercer.
The proposed increase to the total aggregate pool
represents an increase of 20% over the three-year
period since the total Directors’ remuneration was
last approved by shareholders in 2020. Mercer’s
recommendation is that setting a fee pool with a
headroom of approximately 15%, rounded down to the
nearest $50,000, provides the Company with flexibility
to provide additional payment to Directors in instances
where they are asked to undertake additional duties
during special activities such as corporate actions
or transactions, requiring considerable additional
hours over and above the scope of typical Board
requirements. It also allows for future increases in
Director fees to address growth in the size of the
business. Mercer has analysed the fee pool headroom
for the NZX companies in the comparator group and
found that the average headroom was 13.6%, whereas
a fee pool headroom of 20% to 25% is more typical
for ASX-listed companies. It is not the intention of
the Board to use the fee pool to award significant
additional Director base fee increases without first
seeking shareholder approval.
Should the increase in the Director fee pool be
approved by shareholders at the annual shareholders’
meeting, then from 1 September 2023 to 31 March
2024, non-executive Directors’ fees would be as set
out in the table on pages 14 and 15. The Directors have
largely adopted the fee recommendations proposed
by Mercer, with two exceptions – in respect of the
Chair of the People & Remuneration Committee and
the Chair of the Quality, Safety & Regulatory
Committee.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202313
The Directors propose a smaller increase in the fee
for the Chair of the People & Remuneration Committee
than recommended by Mercer. The Directors are of
the view that Australian-headquartered companies
in the comparator group are subject to additional
remuneration disclosure and reporting requirements,
which increases the median fees for that position in
the comparator group. The Directors are proposing
a fee reflective of the workload and responsibilities
of the Chair of the People & Remuneration Committee
for a New Zealand-headquartered business.
The Directors propose a larger increase in the fee
for the Chair of the Quality, Safety & Regulatory
Committee than recommended by Mercer to recognise
the workload and responsibilities of the Quality, Safety
& Regulatory Committee in the highly regulated
environment the Company operates in. Only a limited
number of companies in the comparator group
operate a similar committee.

Fisher & Paykel Healthcare Corporation Limited
14
Annual Fee Structure
All numbers are provided in NZ$
(excluding GST) except where
stated otherwise
Current Fee
Levels
Comparator
Group Median
Mercer
Recommendations
2023 Annual
Meeting
Recommendation
Proposed New Fee
Levels
Increase% Increase
Base Fees
Chair$287,897$379,687
$324,000$324,000$36,10312.5%
Non-executive Director $137,222$168,000$144,000$144,000$6,7784.9%
Overseas Director Travel
Allowance
$23,844–$24,000$24,000$1560.7%
Audit and Risk Committee fees
Chair$34,978$40,265
$37,900$37,900$2,9228.4%
Member$18,950$21,862$18,950$18,950––
People and Remuneration Committee fees
Chair$26,906$36,043
$33,163$30,000$3,09411.5%
Member$18,950$17,139$18,950$18,950––
Quality, Safety and Regulatory Committee fees
Chair$25,249$27,000
$28,425$30,000$4,75118.8%
Member$18,950$13,555$18,950$18,950––
Totals
Total Non-executive Directors’
Fees (assuming 7 non-
executive Directors for a full
year & current committee
composition)
$1,421,494 –
–$1,509,500$88,0066.2%
Non-executive Directors’
Fee Pool
$1,455,000––$1,750,000$295,00020.3%
Unallocated Directors’
Fee Pool
$33,506––$240,500––
The non-executive Directors’ fee pool for shareholder
approval at the Annual Shareholders’ Meeting is set
with reference to 7 non-executive Directors.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202315
Annual Fee Structure
All numbers are provided in NZ$
(excluding GST) except where
stated otherwise
Current Fee
Levels
Comparator
Group Median
Mercer
Recommendations
2023 Annual
Meeting
Recommendation
Proposed New Fee
Levels
Increase% Increase
Base Fees
Chair$287,897$379,687
$324,000$324,000$36,10312.5%
Non-executive Director $137,222$168,000$144,000$144,000$6,7784.9%
Overseas Director Travel
Allowance
$23,844–$24,000$24,000$1560.7%
Audit and Risk Committee fees
Chair$34,978$40,265
$37,900$37,900$2,9228.4%
Member$18,950$21,862$18,950$18,950––
People and Remuneration Committee fees
Chair$26,906$36,043
$33,163$30,000$3,09411.5%
Member$18,950$17,139$18,950$18,950––
Quality, Safety and Regulatory Committee fees
Chair$25,249$27,000
$28,425$30,000$4,75118.8%
Member$18,950$13,555$18,950$18,950––
Totals
Total Non-executive Directors’
Fees (assuming 7 non-
executive Directors for a full
year & current committee
composition)
$1,421,494 –
–$1,509,500$88,0066.2%
Non-executive Directors’
Fee Pool
$1,455,000––$1,750,000$295,00020.3%
Unallocated Directors’
Fee Pool
$33,506––$240,500––

Fisher & Paykel Healthcare Corporation Limited
16
EXPLANATORY NOTE 4 - LONG TERM VARIABLE
REMUNERATION ISSUED TO THE MANAGING
DIRECTOR AND CHIEF EXECUTIVE OFFICER
Introduction
The Board believes that the issue of equity-based
long-term variable remuneration instruments (LTVR
Instruments) will provide appropriate alignment of
participating employees with the total shareholder
return of the Company. LTVR Instruments also assist
the Company to attract, motivate and retain key
employees in an environment where such employees
are in high demand, both within New Zealand and
internationally. LTVR Instruments will be issued to
employees as a long-term component of remuneration
provided to employees in accordance with the
Company’s remuneration policy.
The LTVR Instruments proposed to be issued to
Mr Gradon under NZX Listing Rule 4.6 do not require
shareholder approval of the issue, given Mr Gradon’s
participation has been determined by criteria applying
to employees generally under the Company’s LTVR
Plans. However, the Company has determined it will
seek shareholder approval for the issue, consistent
with its prior practice. If shareholders do not approve
the proposed issue of LTVR Instruments to Mr Gradon,
the Board will investigate alternative long-term
variable remuneration arrangements for Mr Gradon.
The Company currently operates the following
long-term variable remuneration arrangements (LTVR
Plans) under which LTVR Instruments will be issued to
select executives and senior managers:
• The Fisher & Paykel Healthcare 2022 Performance
Share Rights Plan (the 2022 Performance Share
Rights Plan), under which performance share rights
are issued. This was introduced as a replacement for
the 2019 Performance Share Rights Plan, which had
in-turn replaced the Performance Share Rights Plan
that was first introduced in 2012. Under the 2022
Performance Share Rights Plan, performance share
rights vest and become exercisable for ordinary
shares depending on the achievement of a
designated total shareholder return hurdle on
the third anniversary of the grant date.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202317
• The Fisher & Paykel Healthcare 2022 Share Option
Plan (the 2022 Option Plan). This has been
introduced as a replacement for the 2019 Share
Option Plan, which had in-turn replaced the 2003
Share Option Plan. Under the 2022 Option Plan,
options vest and become exercisable for ordinary
shares depending on share price performance
relative to a cost of capital benchmark on the
third anniversary of the grant date.
Shareholder approval being sought
Shareholder approval is being sought:
• under Resolution (4), to issue up to 100,000
performance share rights to a total value of
$577,200 under the 2022 Performance Share Rights
Plan; and
• under Resolution (5), to issue up to 190,000
options to a total value of $577,200 under the 2022
Option Plan,
in each case to Lewis Gradon, the Managing
Director and Chief Executive Officer of the Company.
Mr Gradon is the only Director eligible to participate
in new grants under the LTVR Plans. The Company
intends to issue these LTVR Instruments to Mr Gradon
within one month of the date of the Annual
Shareholders’ Meeting.
Following the annual shareholders’ meeting, an
independent valuation will be obtained from KPMG to
determine the fair value of each performance share
right and option to be issued this year. The number
of instruments to be issued to employees is based on
a set dollar amount divided by the valuation of the
respective LTVR Instrument. A higher valuation would
likely result in less LTVR instruments being issued,
while a lower valuation would likely result in more
LTVR Instruments being issued this year.
The actual number of LTVR Instruments that will be
issued to Mr Gradon this year will be calculated once
the independent valuation is received following the
annual shareholders’ meeting. The number will be
calculated by dividing the total value as approved
by shareholders by the fair value of each instrument.

Fisher & Paykel Healthcare Corporation Limited
18
The following tables compare the total value and
maximum number of LTVR Instruments proposed to
be issued to Mr Gradon this year against the total
maximum number approved last year, as well as the
actual total number and value of LTVR Instruments
issued to Mr Gradon last year.
Performance Share Rights
2022
Total Value Issued$555,000
Fair Value per PSR$9.78
Actual Number Issued56,749
Maximum Number Approved100,000
2023
Total Value Issued$577,200
Fair Value per PSRValuation conducted by
KPMG after ASM.
Maximum Number to be Issued100,000
Options
2022
Total Value Issued$555,000
Fair Value per Option$4.31
Actual Number Issued128,771
Maximum Number Approved190,000
2023
Total Value Issued$577,200
Fair Value per OptionValuation conducted by
KPMG after ASM.
Maximum Number to be Issued190,000

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202319
LTVR Instruments Total
2022
Total Value Issued$1,110,000
Actual Number Issued185,520
Maximum Number Approved290,000
2023
Total Value to be Issued$1,154,400
Maximum Number to be Issued290,000
The Company also intends to issue, pursuant to NZX
Listing Rule 4.6, up to 2,210,000 LTVR Instruments in
aggregate, to approximately 675 selected executives,
senior managers and other employees of the Company
and its subsidiaries. Together with the maximum
number of LTVR Instruments proposed to be issued to
Mr Gradon, the Company therefore intends to issue no
more than a maximum aggregate of 2,500,000 LTVR
Instruments to employees, including Mr Gradon,
following the Annual Shareholders’ Meeting.
The maximum aggregate number for which approval
is sought equates to the issue of LTVR Instruments to
acquire shares representing approximately 0.4% of the
total ordinary shares on issue. If all 2,500,000 LTVR
Instruments were exercised for shares, then
shareholders would be diluted by this percentage
amount. In 2022, the actual number of LTVR
Instruments issued was 1,481,291.
A summary of the key terms of the 2022 Performance
Share Rights Plan and 2022 Option Plan is set
out below.

Fisher & Paykel Healthcare Corporation Limited
20
Key Terms of the 2022 Performance Share
Rights Plan
The key terms of the 2022 Performance Share Rights
Plan are:
• No amount is payable by a participant for the grant
of performance share rights.
• One share right gives the participant the potential
to exercise that performance share right for one
ordinary share in the Company at no cost.
• Whether (and how many) performance share rights
become exercisable will depend on the Company’s
gross total shareholder return (TSR) performance
compared to the performance of the Dow Jones
US Select Medical Equipment Total Return Index
in New Zealand dollars over the same period
(the Index return).
• The Company’s TSR will be calculated and
compared against the Index return on the third
anniversary of the grant of the performance share
rights (the PSR Performance Period).
• Performance share rights will only become
exercisable if the Company’s TSR over the PSR
Performance Period exceeds the Index return over
the same period, measured in absolute terms. If, at
the end of the PSR Performance Period, the
Company’s TSR performance over that period
exceeds the Index return over the same period
by less than 10%, measured in absolute terms, then
between 50% and 100% of the performance share
rights held by the participant, as determined on a
straight-line basis by the Board, become
exercisable. If the Company’s TSR over the PSR
Performance Period exceeds the Index return over
the same period by 10% or more, measured in
absolute terms, then all of the performance share
rights will become exercisable.
• At the end of the PSR Performance Period, the
Company will advise each participant whether any
of their performance share rights are exercisable
depending on the above methodology and, if they
are, the number of performance share rights that
are exercisable.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202321
• Exercisable performance share rights may only be
exercised during the 20 business day period from
the date that the participant is notified that the
performance share rights have become exercisable
(excluding, at the Board’s discretion, any days when
trading restrictions apply to a participant) (the
Exercise Period). Any exercisable performance
share rights may be exercised by the participant
at any time during the Exercise Period and will be
deemed to be exercised at 4.59pm on the last day
of the Exercise Period if they have not been
exercised or surrendered by the participant before
that time.
• If no performance share rights are exercisable
because the Company’s TSR over the PSR
Performance Period has not exceeded the Index
return over the same period, the performance share
rights lapse.
• Unless otherwise determined by the Board, a
participant’s performance share rights will lapse on
the first to occur of the following events:
–the date of receipt by the Company of written
notice from the participant surrendering their
performance share rights;
–5.00pm on the last day of the Exercise Period in
respect of the PSR Performance Period;
–in the case of performance share rights held by a
participant who ceases to be employed because
of serious illness, accident, permanent
disablement, redundancy or death, the last date
of the Exercise Period; and
–in the case of performance share rights held by a
participant who ceases to be employed because
of any other reason, the day on which that
person ceases to be employed.
• Subject to any applicable Listing Rules, the Board is
given discretion to adjust the terms of any
performance share rights to achieve equivalent
treatment as between the participants in the 2022
Performance Share Rights Plan and the
shareholders in the event of a change in the capital
structure of the Company.

Fisher & Paykel Healthcare Corporation Limited
22
• The Board is also given discretion to amend the
terms of the 2022 Performance Share Rights Plan,
or of performance share rights, in the case of a
takeover or other change of control transaction in
respect of the Company, so as to allow participants
to participate in the benefit of that transaction.
• The Company may amend the terms of the 2022
Performance Share Rights Plan, subject to the
consent of any adversely affected participant.
• Performance share rights are not transferable,
other than to certain persons associated with an
employee and approved by the Board, and do
not participate in dividends or other distributions
of the Company. Participants are not entitled to
participate in new issues of the underlying securities
(such as a rights issue or bonus issue) prior to
exercising the performance share rights.
• Performance share rights will not be quoted on
either the NZX Main Board or the ASX markets.
So long as the Company remains listed on the NZX
Main Board and/or the ASX markets, it is intended
that the shares issued on exercise of performance
share rights will be quoted on the NZX Main Board
and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of performance share rights will be fully
paid and rank equally with all other ordinary shares
in the Company except for dividends or other
entitlements in respect of which the record date
occurred prior to the date of issue or transfer of
the relevant shares.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202323
Key Terms of the 2022 Option Plan
The key terms of the 2022 Option Plan are:
• No amount is payable for the grant of options.
• One option gives the participant the right to
subscribe at the exercise price for one ordinary
share in the Company.
• An option may be exercised only if, on the third
anniversary of the date of grant of an option, the
Company’s volume weighted average share price
on the NZX Main Board over the five business days
before that date, exceeds the “Escalated Price”
(described below) on that date.
• The share price will be weighed against the
Escalated Price on the third anniversary of the
date of grant of an option (“Grant Date”). If the
share price exceeds the Escalated Price at that
date, options may be exercised during a period
of 90 business days (excluding, at the Board’s
discretion, any days when trading restrictions
apply to a participant) (“Exercise Period”) after
the Company advises the option holder that the
options have become exercisable. If options have
become exercisable, the holder of those options
may exercise all or some of those options during
the Exercise Period, but any options of that holder
issued on the same Grant Date that are not
exercised will be cancelled.
• Unless otherwise determined by the Board, options
lapse on the holder ceasing to be employed by the
Company or a subsidiary. If an option holder ceases
to be employed by reason of serious illness,
accident, permanent disablement, redundancy,
or death the holder’s options remain in force
until the end of the Exercise Period.
• The exercise price of options is the Company’s
volume weighted average share price on the
NZX Main Board over the five business days
before the Grant Date.

Fisher & Paykel Healthcare Corporation Limited
24
• The Escalated Price is determined as follows:
–At each anniversary of the Grant Date of an
option, a new “base price” will be calculated by:
›increasing the last calculated base price
(which, as at the first anniversary of the Grant
Date, will be the exercise price of the option)
by a percentage amount determined by the
Board to represent the Company’s cost of
capital; and
›reducing the resulting figure by the amount
of any dividend paid by the Company in the
12-month period immediately preceding
that anniversary.
–The Escalated Price on any particular
anniversary of the Grant Date will be the
base price determined as at that anniversary
of the Grant Date, determined in accordance
with the above.
• The Board is given discretion to adjust the terms
of any options (including the exercise price) to
achieve equivalent treatment as between the
participants in the 2022 Option Plan and the
shareholders in the event of a change in the
capital structure of the Company.
• The Board is also given discretion to amend the
terms of the 2022 Option Plan or any options in
the case of a takeover or other change of control
transaction in respect of the Company, so as to
allow option holders to participate in the benefit
of that transaction.
• The Company may amend the terms of the
2022 Option Plan, subject to the consent of
any adversely affected participant.
• Options are not transferable, other than to certain
persons associated with an employee, and do not
participate in dividends or other distributions
of the Company. Participants are not entitled
to participate in new issues of the underlying
securities (such as a rights issue or bonus issue)
prior to exercising the options.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202325
• Options will not be quoted on either the NZX Main
Board or the ASX markets. So long as the Company
remains listed on the NZX Main Board and/or the
ASX markets, it is intended that the shares issued
on exercise of options will be quoted on the NZX
Main Board and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of options will be fully paid and rank
equally with all other ordinary shares in the
Company except for dividends or other
entitlements in respect of which the record
date occurred prior to the date of issue or
transfer of the relevant shares.
• The Cancellation Offer facility approved by
shareholders at the 2004 Annual Shareholders’
Meeting (which allows option holders to cancel
vested options in consideration for shares of a
value equal to the gain that the option holders
would receive if they exercised their options)
applies to the options granted under the
2022 Option Plan.

---

Lodge your proxy:
Online: vote.linkmarketservices.com/FPH
Scan & Email: meetings@linkmarketservices.com
(Please use “FPH Proxy Form” as the subject for
easy identification)
Mail: Use the enclosed reply paid envelope or
address to:
Link Market Services
PO Box 91976, Auckland 1142, New Zealand
By hand:
Link Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland, New Zealand
General Enquiries:
+64 9 375 5998 or email:
meetings@linkmarketservices.com
SCAN THIS QR CODE WITH YOUR
SMARTPHONE AND VOTE ONLINE
Fisher & Paykel Healthcare Corporation Limited Annual Meeting Voting Form
The Annual Shareholders’ Meeting of Fisher & Paykel Healthcare Corporation Limited (NZBN 9429040719887 and
ABN 69 098 026 281) (the Company) will be held online at www.virtualmeeting.co.nz/FPH23 and in person at the
Company’s East Tamaki campus in the Daniell Building, 15 Maurice Paykel Place, East Tamaki, Auckland, New Zealand
on Tuesday, 29 August 2023 commencing at 2.00pm (NZST). To attend online via the above link you will require your
Holder Number for verification purposes.
8 A proxy can be any person of your choice and does not have to
be a shareholder of Fisher & Paykel Healthcare. If you wish you
can appoint the Chair of the Meeting as your proxy. The Chair
will vote in accordance with your instructions, or, failing your
instruction, in accordance with the terms set out in note 9 of
this Voting Form.
9 If you tick the box “discretion” on any resolution, you are
directing your proxy or representative to decide how to vote on
that resolution on your behalf. If you tick the “abstain” box on
any resolution, you are directing your proxy or representative not
to vote on that resolution. If you return this Voting Form without
a direction as to how to vote on any resolution, or if you tick
more than one box in relation to any resolution, the vote on
that resolution will be treated as “discretion” and your proxy will
exercise his/her discretion as to whether to vote and, if so, how.
The Chair intends to vote discretionary proxies in favour of
Resolutions 1, 2, 4 and 5. The Chair will abstain from voting on
any discretionary proxies in respect of Resolution 3.
10 This Voting Form must be signed by you or your attorney, duly
authorised in writing. In the case of a joint shareholding, this
form must be signed by each of the joint shareholders (or their
duly authorised attorney). In the case of a corporate shareholder,
this Voting Form must be signed by a Director or a duly
authorised officer acting under the express or implied authority
of the corporate shareholder, or an attorney duly authorised by
the corporate shareholder.
11 If this Voting Form is signed under a power of attorney, a
certificate of non-revocation must be completed and a copy
of the power of attorney certified by a Solicitor, Justice of the
Peace or Notary Public provided to Link Market Services Limited,
unless it has already been noted by the Company or Link Market
Services Limited.
General
12 The Company will disregard any votes cast in favour of
Resolution 3 by any Director of the Company and any of his or
her associated persons. The Company will also disregard any
votes cast in favour of Resolutions 4 or 5 by Lewis Gradon and
any of his associated persons (in each case as that term is
defined in the NZX Listing Rules).
13 The Company need not disregard a vote cast in favour of
Resolutions 3, 4 or 5 by a person referred to in paragraph 12
if that vote is cast by that person as proxy for a person who
is entitled to vote, in accordance with an express direction on
the Voting Form.
NOTES
Attending the Meeting
1 If you propose to ATTEND the Annual Shareholders’ Meeting in
person please bring this Voting Form to the meeting to assist with
your registration. All shareholders must register with Link Market
Services prior to entering the meeting room. If you wish to vote
using your mobile phone, please download the “LinkVote” App
prior to the meeting on the Apple Store or Google Play Store.
Shareholders who prefer to vote using a voting card will still be
able to do so.
2 Shareholders attending and participating in the Annual Meeting
virtually via www.virtualmeeting.co.nz/FPH23 will be able to vote
and ask questions during the Annual Meeting. More information
regarding virtual attendance at the Annual Meeting (including how
to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
Postal Vote
3 If you are entitled to attend and vote at the Annual Shareholders’
Meeting you are entitled to vote by postal vote. The Company
Secretary has been authorised by the Board to receive and count
postal votes at the Annual Meeting.
4 You can cast your postal vote by one of the methods listed above
in the box headed “Lodge your Proxy”. If you return your postal
vote without indicating how you wish to vote, or your indication
on how to vote is unclear on any resolution, you will be deemed to
have abstained from voting on that resolution.
5 If you complete the postal vote section and also appoint a proxy
then your postal vote will be cast and your proxy appointment
will not be counted.
6 If this Voting Form is returned duly signed by a shareholder with
voting instructions completed, but without indicating that it is
a postal vote, and a proxy has not been appointed, it will be
deemed to be a postal vote.
Proxy Appointment
7 If you are a shareholder entitled to attend and vote at the Annual
Shareholders’ Meeting you are entitled to appoint a proxy or,
in the case of a corporate shareholder, a representative to attend
and vote instead of you. A proxy may be appointed by completing
the Voting Form on-line, or the Voting Form may be completed
and mailed, delivered, or scanned and emailed in accordance with
the instructions above in the box headed “Lodge your Proxy”.
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 2.00pm,
Friday 25 August 2023 (NZST).
Go online to vote.linkmarketservices.com/FPH to cast your vote or appoint your proxy, or turn over to complete the form.

Section 2:
Voting instructions
This form is to be used to vote as follows on the following resolutions: Tick (
ü
) in box to record your vote
BusinessForAgainstAbstainDiscretion
1.To re-elect Pip Greenwood as a Director

2.To authorise the Directors to fix the fees and expenses of the auditor

3.To approve an increase in the maximum aggregate annual remuneration
payable to non-executive Directors

4.To approve the issue of performance share rights to Lewis Gradon

5.To approve the issue of options to Lewis Gradon

The resolutions above are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting 2023 for the full text of the
resolutions and the explanatory notes.
Section 1:
Choose to vote by postal vote or appoint a proxy to vote on your behalf
Postal Voting
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
Appoint a Proxy to vote on your behalf
I/We being a shareholder(s) of
Fisher & Paykel Healthcare Corporation Limited hereby appoint: at:
(full name of proxy) (email)
Or failing that person: at:
(full name of proxy) (email)
as my/our proxy to vote for me/us on my/our behalf as directed below, and on any other matters put to the Annual Shareholders’
Meeting of Fisher & Paykel Healthcare Corporation Limited to be held at 2:00pm on Tuesday, 29 August 2023 (NZST), or at any
adjournment of that meeting. Unless otherwise instructed as below, my/our proxy may vote as he/she thinks fit.
If you wish, you may appoint the Chair of the Meeting as your proxy by entering “Chair of the Meeting” in the box above.
Sign:
Signature of Shareholder(s). This section must be completed.
Contact details
Signed this 2023
(Daytime phone number) (Date)
Signature/s
(All shareholders must sign)


Please tick here if you would like to receive communications electronically – please provide your email address or
email operations@linkmarketservices.co.nz to receive shareholder communications electronically.