Capital Change Notice – Unquoted Restricted Share Units

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Capital Change Notice

Updated as at 17 October 2019


Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHL
Class of financial product Unquoted Restricted Share Units
(RSUs) to subscribe for ordinary
shares in PHL under the 2023
Promisia Healthcare Limited
Senior Executive Restricted
Share Plan Rules (RSU Plan
Rules) and letter of invitation
(Letter of Invitation)
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 90,000,000 RSUs
Nominal value (if any) N/A
Issue/acquisition/redemption price per security RSUs were granted to a senior
executive of PHL, at a value of
NZ$0.001 each (20 trading day
VWAP of PHL’s Ordinary Shares
on the NZX Main Board up to and
including the date of issue). No
cash consideration is required to
be paid for the RSUs to vest and
convert into Ordinary Shares.
Nature of the payment (for example, cash or other consideration) Non-cash consideration is
provided in the form of services
rendered by the senior executives
of PHL.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of Financial
Products of the Class, excluding any Treasury Stock, in existence)
25.71%
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)
Exercise: Upon the exercise of
the RSUs, PHL will issue one
Ordinary Share in PHL for every
RSU that vests on a one-for-one
basis.

Exercise Price: The exercise
price for a RSU is nil.

Ranking: Any Ordinary Shares in
PHL issued on the exercise of the
RSUs will rank equally in all

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respects with all other Ordinary
Shares on issue in PHL.

Vesting Date: as specified in the
Letter of Invitation.

Lapse Date: The date in which
the senior executive ceases to be
employed by PHL (or any
subsidiary of PHL).
Reason for issue/acquisition/redemption and specific authority for
issue/acquisition/redemption/ (the reason for change must be
identified here)
Authorised by the Board of PHL
pursuant to the RSU Plan Rules.

The RSUs are issued to
incentivise PHL’s senior
executives in a manner aligned
with the interests of PHL
shareholders.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding Treasury Stock)
and the total number of Financial Products of the Class held as
Treasury Stock after the issue/acquisition/redemption.
440,000,000 RSUs
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, acquisition, or redemption, including
a reference to the rule pursuant to which the issue, acquisition, or
redemption is made
Board resolution and Listing Rule
4.6.1
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
Issued in accordance with the
terms set out in the RSU Plan
Rules or the Letter of Invitation.
Other terms are detailed above.
Date of issue/acquisition/redemption 10/11/2023
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Francisco Rodriguez Ferrere

Contact person for this announcement Francisco Rodriguez Ferrere

Contact phone number
021 245 1801
Contact email address
info@promisia.co.nz
Date of release through MAP

13/11/2023