Annual Shareholders Meeting 2023

AGENDA

1. Chair’s Presentation

2. Shareholder Discussion

3. Resolutions

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

Resolution 1: To record the re-appointment of William Buck
New Zealand as auditor of the Company and to authorise the
Directors to fix the auditor’s remuneration for the ensuing year.
Resolution 2: That Craig Percy, who was appointed as a Director
by the Board during the year, be elected as a Director of the
Company.
Resolution 3: That Rhonda Sherriff, who was appointed as a
Director by the Board during the year, be elected as a Director
of the Company.
Resolution 4: That Jill Hatchwell, who was nominated by the
Board, be elected as a Director of the Company.
Further information relating to the Resolutions is set out in the
Explanatory Notes.
4. To consider any other ordinary business which may properly be
brought before the Meeting.

Promisia’s Board and management invite attendees to join them for
light refreshments at the end of the Meeting.
By Order of the Board of Directors
Helen Down
Acting Chair
11 August 2023


Notice is hereby given that the
2023 Annual Shareholders’
Meeting (Meeting) of Promisia
Healthcare Limited (Promisia or
the Company) will be held as
follows:
Date: Monday 28 August 2023
commencing at 2pm
Venue: Boardroom, Duncan Cotterill,
Level 5 Chartered Accountants
House, 50 Customhouse Quay,
Wellington | Te Whanganui-a-Tara
6011


The Board remains conscious of
managing costs for shareholders.
Therefore, the Meeting will be an in-
person only event with presentations
and voting results announced to NZX
on the day of the meeting.

NOTICE OF 2023 ANNUAL
SHAREHOLDERS’ MEETING

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. All resolutions are
Ordinary Resolutions and require approval by a simple majority (greater than 50%) of the votes of those
shareholders entitled to vote and voting on the resolution.
Resolution 1: Auditors’ Remuneration
The Companies Act 1993 requires the Company to appoint an auditor and provides that the fees and expenses
of an auditor appointed at an annual meeting can be fixed in the manner determined at that meeting. Section
207S of the Companies Act 1993 provides that the remuneration of the auditor is to be fixed in such a manner
as the company determines at the meeting. The Board proposes that, consistent with commercial practice, the
auditor’s remuneration should be fixed by the Directors.
The resolution authorises the Board to fix the remuneration of William Buck Audit (NZ) Limited as the
Company’s auditor.
ELECTION OF DIRECTORS
Background
As part of Promisia’s long-term growth plans, Promisia, led by acting Chair, Helen Down, initiated an external
review of the Board’s composition in August 2022. The review was conducted by external governance expert,
Westlake Consulting Limited (Westlake), and involved a full assessment of Promisia’s Board composition,
governance structure and practices. Westlake has recently completed the external governance review and the
Board concurred with Westlake that four particular areas of expertise would be beneficial to add to Promisia’s
Board, being:
- clinical experience;
- accounting, finance and audit experience;
- more general governance experience; and
- more publicly listed governance experience.

The Board has reviewed its succession plan, taking into account Board composition and desirable skills and
expertise to assist Promisia in achieving its goals. In line with this, the Board is pleased to advise the following:
- appointment of Rhonda Sherriff in July 2023 as an independent director for her extensive clinical and
governance experience. If elected by shareholders, the Board intends to appoint her as the new Chair
from the conclusion of the meeting; and
- nominated Jill Hatchwell to stand as an independent director for her accounting, audit and finance
background along with her listed company governance experience.
- Craig Percy was appointed to the Board during the year and has significant and valuable sector
experience.

Further information on Rhonda, Jill and Craig can be found in the explanatory notes below.
Acting Chair Helen Down, who is scheduled to retire by rotation, has elected not to stand for re-election and
therefore will cease to be a director from the conclusion of the meeting. The Board expresses its gratitude to
Helen for leading a governance transition over the last 12 months as acting Chair and contributing significantly
to the overall growth and development of the Company.
The Board is looking forward to introducing shareholders at the meeting to our new Group General Manager,
Karen Lake. Karen has worked in the aged care and healthcare sectors for over 15 years in senior leadership
roles in clinical and operational management. She has worked for publicly listed companies, Oceania
Healthcare and Ryman Healthcare for a number of years, with her most recent position as Regional Operations

Manager for Ryman. Karen’s appointment reflects the Company’s strategic focus on care for our residents and
achieving operational excellence.
Listing Rule Requirements
The Listing Rules require that any person who is appointed as a Director by the Board shall retire from office at
the next annual shareholders’ meeting but shall be eligible for election at that meeting. Craig Percy and
Rhonda Sherriff were appointed to the Board during the year and accordingly, are both standing for election
by shareholders.
The Board has determined that Rhonda Sherriff, Craig Percy and Jill Hatchwell are Independent Directors. In
order for a Director to be independent, the Board must determine that he or she is not an executive of
Promisia and has no disqualifying relationship or interests, including relationships or interests of the kind listed
in Table 2.4 of the NZX Corporate Governance Code.
Resolution 2: Election of Craig Percy as a Director
Appointed: 19 August 2022
Board Role: Independent Director
Craig has had over 20 years’ experience in the aged care and retirement village sectors, in both New Zealand
and the United Kingdom. This includes holding the role of Chief Operating Officer at LifeCare Residences in
London and the role of General Manager at ElderCare New Zealand Limited, now part of NZX-listed Oceania
Healthcare. Separately from his role as a director of Promisia, Craig also has an ownership interest in a
retirement village in Greytown, Wairarapa.
Resolution 3: Election of Rhonda Sherriff as a Director
Appointed: 13 July 2023
Board Role: Independent Director and incoming Chair
Rhonda has worked in the aged care sector for over 30 years in governance, senior leadership, clinical, quality
and operational management roles. Rhonda is currently a Board member of the New Zealand Aged Care
Association and is also co-owner of Chatswood Retirement Village in Opawa, Christchurch. Rhonda
commenced her career as a registered nurse and regularly consults to the industry providing support and
advice to a number of industry providers.
Resolution 4: Election of Jill Hatchwell as a Director
Nomination: Board
Board Role: Independent Director
Jill has extensive financial and corporate governance experience in both public and private companies. Jill is a
director of Chatham Rock Phosphate Limited (NZX: CRP), a director of Aorere Resources Limited which was
listed on the NZX until 2020, and is currently listed on the Unlisted Securities exchange (USX:ARL). Jill was also
a director of SMW Group Limited which was listed on the NZX market until mid 2022. Jill is a Chartered
Member of the Institute of Directors NZ and is currently serving on the boards of the Civil Aviation Authority of
NZ, Wellington Regional Economic Development Agency Ltd (“WellingtonNZ” – a Council CCO) and Ringa Hora
Services Workforce Development Council (established as part of the Reform of Vocational Education, covering
the service sector industries). She is chair of the audit and risk subcommittees for each of these entitles.

IMPORTANT INFORMATION
VOTING
The only persons entitled to vote at the Meeting are registered shareholders (or their proxies or representatives)
as at 2pm on Saturday, 26 August 2023. Only the shares registered in those shareholders’ names at that time may
be voted at the Meeting. Voting can be done in two ways: By attending the Meeting and submitting your vote; or
by appointing a proxy to vote on your behalf at the Meeting.
There are no voting restrictions applicable to the resolutions being presented to the meeting.
PROXIES, CORPORATE REPRESENTATIVES AND POWER OF ATTORNEY
Any shareholder may appoint another person or persons as proxy to attend, and vote on his or her behalf at the
Meeting. If a shareholder wishes to appoint a proxy to attend and vote in their place, that shareholder should
complete the proxy form which is enclosed with this Notice of Meeting or follow the instructions on the proxy
form to lodge a proxy online. Either of the joint holders of a share may sign the proxy form. A proxy does not have
to be a shareholder in the Company.
The Chair and the Directors offer themselves as proxy to shareholders and, if given discretion, will vote in favour of
the resolutions.
A corporation that is a shareholder may appoint a representative to attend the Meeting on its behalf in the same
manner as it could appoint a proxy. Corporate representatives should bring along to the Meeting evidence of their
authority to act for the relevant corporation. Any person representing a shareholder(s) by virtue of a power of
attorney must bring evidence of their authority to vote on behalf of the shareholder(s) and power of attorney.
Proxy forms must be received by Link Market Services no later than 2pm on Saturday, 26 August 2023. Proxy forms
can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Email to meetings@linkmarketservices.com
• Lodged online using the method outlined below.

ONLINE PROXY VOTING
Shareholders may elect to lodge their proxy appointment online. You will need to go to the website of Promisia’s
share registry, Link Market Services https://investorcentre.linkmarketservices.co.nz/voting/PHL. You will be
required to enter your CSN/Holder number and FIN and follow the instructions from there.
ANNUAL MEETING PRESENTATIONS AND FY23 ANNUAL REPORT
The Meeting presentations and voting results will be released to the NZX and published on the Company’s website
at http://www.promisia.co.nz/investor-centre/#investor-news. A copy of Promisia’s latest Annual Report is
available publicly, and copies of future shareholder reports to shareholders, will be available on the Company’s
website at http://www.promisia.co.nz/investor-centre/#reports-&-results. You may, at any time, request a free
copy of the most recent and future Annual Reports.
You can update your communication preferences by visiting the Link Investor Centre at
www.linkmarketservices.co.nz or email to operations@linkmarketservices.co.nz (Please use “PHL Report” as the
subject line for easy identification).

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/PHL

Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquires@linkmarketservices.com

PROXY FORM/ADMISSION CARD PROMISIA HEALTHCARE LIMITED ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of shareholders of Promisia Healthcare Limited (the Company) will be a physical only meeting and will be held at
the Boardroom, Duncan Cotterill, Level 5 Chartered Accountants House, 50 Customhouse Quay, Wellington, Te Whanganui-a-Tara on
Monday, 28 August 2023, commencing at 2pm.

Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting please complete and return this form (in accordance with the lodgement
instructions above) to be received by Link Market Services (the share registry), no later than 2pm, on Saturday, 26 August 2023. You
can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/PHL or by scanning the QR code above with your smartphone. Your proxy need
not be a Shareholder of the Company. You may appoint the Chairman of the Meeting as your proxy by entering “Chairman” in the relevant
space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business.
If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain
from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairman is deemed to be the proxy for the purpose
of that form, but only to vote to the extent of the voting instructions provided.

There are no voting restrictions applicable to the resolutions below.

Attending the Meeting
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the meeting, the barcode is required for registration
at the meeting. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that
in which it could appoint a proxy. That person need not also be a shareholder.

Signing instructions for proxy forms

Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal
of the corporate shareholder (if it has one).

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Promisia Healthcare Limited:

hereby appoint _____________________________________________of________________________________________________
(Full Name) (Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 2pm on Monday, 28 August
2023 and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote
on your behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item and to vote
on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting
(or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit or may
abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
RESOLUTIONS

1.
To record the re-appointment of William Buck New Zealand as auditor of the
Company and to authorise the Directors to fix the auditor’s remuneration for the
ensuing year.
   
2.
That Craig Percy, who was appointed as a Director by the Board during the year,
be elected as a Director of the Company.
   
3.
That Rhonda Sherriff, who was appointed as a Director by the Board during the
year, be elected as a Director of the Company.
   
4.
That Jill Hatchwell, who was nominated by the Board, be elected as a Director of
the Company.
   

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but would
like to ask a question, you can submit a question online by going to https://investorcentre.linkmarketservices.co.nz/voting/PHL and
completing the online validation process or complete the question section below and return to Link Market Services. Questions will need
to be submitted by 2pm, Saturday, 26 August 2023. The Board will address and answer questions during the meeting.





STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3


or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name _______________________________________ Contact Daytime Telephone _______________________ Date ____________
Question:

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email, please provide your email address below.