Capital Change Notice

Capital Change Notice

Updated as at June 2023

Notice of grant of Options under the Oceania Healthcare Share Option Plan

This notice is given under the NZX Listing Rule 3.13.1 and relates to the grant of options
(Options) to acquire ordinary shares in Oceania Healthcare Limited under the Oceania
Healthcare Share Option Plan.

Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
NZX ticker code OCA
Class of financial product Option to acquire ordinary shares
ISIN (If unknown, check on NZX website) N/A. The Options will not be quoted.
Currency NZD
Section 2: Capital change details
Number issued 16,666,667 Options
Nominal value (if any) N/A
Issue price per security N/A
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for the issue
of Options, in accordance with the
Oceania Healthcare Share Option Plan
Rules.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock,
in existence)
1

100% of all Options currently on issue.

For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation to
other Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Subject to continued employment,
Option holders will be able to exercise
the Options during the exercise period,
which begins 10 Business Days after
announcement of OCA’s final results in
2026 (Vesting Date) and ends 90 days
after the Vesting Date.
The exercise price for the Options is
$0.82, being the volume weighted
average price of OCA shares on the
NZX Main Board for the five-trading day
period commencing 2 days after OCA’s
FY2023 results announcement (i.e. 5-
day VWAP from 26 May 2023).
On exercise of the Options, OCA will
facilitate a cashless (net settled)
exercise by issuing such number of
shares as is equal to the difference

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

between the then current market value
and the exercise price, multiplied by the
number of Options being exercised,
divided by the then current market value.
OCA will pay tax on the Option holder’s
behalf for the taxable benefit received by
the holder under the plan, but there will
be a reduction in the number of shares
to be issued to such holder on exercise
to the extent the amount of such tax is
greater than the tax savings available to
OCA (or a subsidiary) in relation to such
benefit.
Reason for issue and specific authority for issue (the
reason for change must be identified here)
The board of OCA has resolved to offer
the Options to selected employees in
order to:
(a) reward and retain key employees;
(b) drive longer-term performance and
alignment of incentives of participants
with the interests of Oceania’s
shareholders; and
(c) encourage longer term decision-
making by participants.
Total number of Financial Products of the Class after
the issue (excluding Treasury Stock) and the total
number of Financial Products of the Class held as
Treasury Stock after the issue.
16,666,667 Options
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, including a reference
to the rule pursuant to which the issue is made
Board resolution dated 25 August 2023
and NZX Listing Rule 4.6.1
Terms or details of the issue (for example:
restrictions, escrow arrangements)
Options are subject to the Oceania
Healthcare Share Option Plan Rules.
New ordinary shares issued upon
exercise of the Options will rank equally
in all respects with the ordinary shares
already on issue.
Date of issue 11/09/2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Anna Thorburn
Contact person for this announcement Anna Thorburn
Contact phone number +64 9 361 0350
Contact email address anna.thorburn@oceaniahealthcare.co.nz
Date of release through MAP

11/09/2023