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. Oceania Healthcare Limited advises that
it has issued options to acquire ordinary shares in Oceania Healthcare Limited (Options) to
certain of its employees. The Options have been issued 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 4,761,904 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

28.57% 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

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

equal to the difference 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.
21,428,571 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 11 April 2024 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 29/04/2024
Section 3: Authority for this announcement and contact person
Name of person

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

30/04/2024