Notice of Meeting

Business
A. Annual Report and Financial Statements
To consider and receive the annual report and the financial
statements for the year ended 31 March 2023 and the
audit report thereon.
B. Chair’s Address
C. Chief Executive Officer’s Address
NOTICE OF MEETING 2023
D. Resolutions
Shareholders will be asked to consider and, if thought
appropriate, pass the following ordinary resolutions:
1. Re-election of Elizabeth Coutts: That Elizabeth Coutts
be re-elected as a director of the Company.
2. Auditor’s remuneration: That the directors be
authorised to fix the auditor’s remuneration for
the ensuing year.
Further information relating to these resolutions is set
out in the Explanatory Notes accompanying this Notice
of Meeting. Please read and consider the resolutions
together with the notes.
E. Other Business
Notice is hereby given that the Annual Meeting of
Shareholders of Oceania Healthcare Limited (Company)
will be held at the Park Hyatt Auckland, 99 Halsey Street,
Auckland and online at https://meetnow.global/nz on
Friday 25 August 2023 commencing at 2.00pm.
Better
connection.

Persons Entitled to Vote
The persons who will be entitled to vote on the resolutions at
the Annual Meeting, and the number of votes they may cast,
are as shown in the share register of the Company at 5:00pm
on Tuesday 22 August 2023.
Attending the Meeting
The Company is holding a hybrid Annual Meeting this
year. Shareholders can attend either in person or online
at https://meetnow.global/nz or appoint a proxy to attend
on their behalf.
Shareholders can attend the meeting virtually through the
Computershare Meeting Platform https://meetnow.global/nz.
To access the meeting, click “Go” under the Oceania meeting
and then click “Join Meeting Now”. By using the meeting
platform, shareholders will be able to watch the Annual
Meeting, vote and ask questions online using a smartphone,
tablet or desktop device. Please refer to the Virtual Meeting
Guide for more information. You will need the latest version of
Chrome, Safari or Edge to access the meeting. Please ensure
your browser is compatible.
Shareholders who are not able to attend, in person or online,
and who do not wish to appoint a proxy may cast an online
or postal vote before the meeting. Please review the enclosed
Voting/Proxy Form for instructions on how to vote online.
Proxies and Voting
Any shareholder who is entitled to attend and vote at the
meeting may appoint a proxy instead to attend, in person
or online, and vote on their behalf.
A proxy need not be a shareholder of the Company. A body
corporate that is a shareholder may appoint a representative
to attend and vote on its behalf in the same manner as it can
appoint a proxy.
The Chair of the Company is willing to act as proxy for
any shareholder who wishes to appoint her for that purpose.
The Chair intends to vote any undirected proxies in favour of
the resolutions.
If you wish to appoint a proxy, please review the proxy form
which provides information on how to make this appointment.
For your vote or proxy appointment to be effective, it must
be received by the share registrar, Computershare Investor
Services Limited, in accordance with the instructions set out
on the form not less than 48 hours before the start of the
meeting – that is, by 2.00pm on Wednesday 23 August 2023.
Each resolution is to be considered as an ordinary resolution,
requiring a simple majority of the votes of those shareholders
entitled to vote and voting.
Explanatory Notes
Resolution 1: Re-election of Elizabeth Coutts
Under rule 2.7.1 of the NZX Listing Rules a Director must not
hold office (without being re-elected) past the third annual
meeting following that Director’s appointment or 3 years,
whichever is longer. In this case, Elizabeth Coutts offers
herself for re-election as a Director of the Company.
The Board has determined that, in its view, if re-elected,
Elizabeth Coutts will continue to be an independent Director
for the purposes of the NZX Listing Rules. Elizabeth Coutts
stands for re-election with the support of the other Directors
of the Company.
Elizabeth Coutts (ONZM, BMS, FCA) 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.
Liz 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. She 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 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.
Auditor’s Remuneration
Resolution 2: Auditor’s Remuneration
The current auditor of the Company, PricewaterhouseCoopers,
will be automatically reappointed as the Company’s auditor
under section 207T of the Companies Act 1993.
As a matter of good governance practice, a formal request for
proposal (RFP) process is currently underway for the provision
of external audit services for the financial year ended 31 March
2024. If, following completion of the RFP process, the Board
resolves to appoint a new external auditor, the Company
will release a market announcement pursuant to NZX Listing
Rule 3.20.1 and the appointment of the new auditor (if any)
will be the subject of an ordinary resolution at the 2024
Annual Meeting.
Under section 207S of the Companies Act 1993, the auditor’s
fees and expenses must be fixed in the manner that is
determined at the Annual Meeting. Shareholder approval
is therefore sought for the directors to fix the auditor’s
remuneration for the following year.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
27 July 2023
oceaniahealthcare.co.nz

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How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. A proxy need
not be a shareholder of the company. The Chair of the meeting, or any other
director, is willing to act as proxy for any shareholder who wishes to appoint
him or her for that purpose. To do this, enter ‘the Chair’ or the name of your
proxy in the space allocated in ‘Step 1’of this form. The Chair intends to vote
any undirected proxies in favour of the resolutions.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item. If a
vote is required on any matter at the meeting in addition to the matters on the
agenda, the proxy may vote or abstain from voting on that matter as he or she
thinks fit. If you do not name a person as your proxy or your named proxy does
not attend the meeting, the Chair will be appointed your proxy and will vote in
accordance with your express direction, and any undirected votes will (subject
to any restriction(s) set out in the NZX Listing Rules) be voted in accordance
with the Chair’s discretion.
Attending the Meeting
All shareholders will have the option to attend the Annual Meeting either in
person or online at https://meetnow.global/nz. Alternatively shareholders may
appoint a proxy to attend on their behalf. If a representative of a corporate
shareholder or proxy is to attend the meeting you will need to provide the
appropriate notice of appointment to Computershare no later than 2.00pm on
Wednesday, 23 August 2023.
Signing Instructions for postal forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where two or more persons are registered as joint shareholders, at least one
joint shareholder should sign. The vote of the person first named in the Share
Register will be accepted to the exclusion of the votes of the other joint
holders.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Turn over to complete the form to vote
Proxy/Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 2:00pm on Wednesday, 23 August 2023.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint
I/We being a shareholder/s of Oceania Healthcare Limited
of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Shareholder Meeting of Oceania
Healthcare Limited to be held at the Park Hyatt Auckland, 99 Halsey Street, Auckland and online at https://meetnow.global/nz on Friday, 25 August 2023
commencing at 2.00pm and at any adjournment of that meeting.
Please note: Unless otherwise instructed, your proxy will vote as he/she thinks fit. Should you wish to direct the proxy how to vote, please mark the
appropriate boxes below. If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a
poll and your votes will not be counted in computing the required majority.
AgainstFor
Proxy
Discretion
Abstain
Ordinary Business
Item 1
That Elizabeth Coutts be re-elected as a director of the Company.
Item 2
That the directors be authorised to fix the auditor’s remuneration for the ensuing year.
Annual Shareholder Meeting of Oceania Healthcare Limited to be
held at the Park Hyatt Auckland, 99 Halsey Street, Auckland
and online at https://meetnow.global/nz
on Friday, 25 August 2023 commencing at 2.00pm.
ATTENDANCE SLIP
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Contact Name Contact Daytime Telephone Date

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