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 2024 and the audit report thereon.
B. Chair’s Address
C. Chief Executive Officer’s Address
D. Resolutions
Shareholders will be asked to consider and, if thought appropriate, pass the following
ordinary resolutions:
1. Re-election of Alan Isaac: That Alan Isaac be re-elected as a director of the Company.
2. Re-election of Dame Kerry Prendergast: That Dame Kerry Prendergast be re-elected as
a director of the Company.
2. Re-election of Sally Evans: That Sally Evans be re-elected as a Director of the Company.
4. Re-election of Gregory Tomlinson: That Gregory Tomlinson be re-elected as a Director
of the Company.
5. 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 Thursday 27 June 2024
commencing at 2.00pm.
Inspiring better.
Notice of Meeting 2024

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 Monday 24 June 2024.
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 Tuesday 25 June 2024.
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
Re-election of Directors
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, each
of Alan Isaac, Dame Kerry Prendergast, Sally
Evans and Gregory Tomlinson offer themselves
for re-election as a Director of the Company.
The Board has determined that, in its view,
if re-elected, each of Alan Isaac, Dame
Kerry Prendergast, Sally Evans and Gregory
Tomlinson will continue to be an independent
Director for the purposes of the NZX Listing
Rules. Each of Alan Isaac, Dame Kerry
Prendergast, Sally Evans and Gregory
Tomlinson stands for re-election with the
support of the other Directors of the Company.
Resolution 1: Re-election of Alan Isaac
Alan Isaac) (CNZM, BCA, FCA) has been a
director of Oceania since 1 October 2015.
Alan is a professional director with extensive
experience in accounting, finance and
governance. He is the past President of the
Institute of Directors NZ Inc. and is Chairman
of New Zealand Community Trust and Basin
Reserve Trust. He is a former President of the
International Cricket Council. Alan is a Director
of Scales Corporation Limited and Skellerup
Holdings Limited. He is also Board member of
Wellington Free Ambulance, the Wellington
Cricket Foundation and Community Online
Gambling Limited. In April 2024 Alan was
appointed to the Special Division of the NZ
Markets Disciplinary Tribunal.
Alan is a former national Chairman of
KPMG, and was made a Companion of the
New Zealand Order of Merit (CNZM) in 2013.
He is a Fellow of Chartered Accountants
Australia and New Zealand.
Alan is Chair of the Audit Committee, Chair
of the Risk Committee and is a member of
the People and Culture Committee.
Resolution 2: Re-election of
Dame Kerry Prendergast
Dame Kerry Prendergast (DNZM, CNZM, MBA
(VUW), NZRN, NZM) has been a Director of
Oceania since 22 December 2016.
Dame Kerry is a professional director. She
was Mayor of Wellington (2001-2010) and
is currently the Chair of Wellington Free
Ambulance, Wellington Opera, Victoria
University Foundation, Tourism Industry
Association, Capital Kiwi and Royal New
Zealand Ballet. Dame Kerry is also a trustee
of New Zealand Community Trust and the
Wellington International Arts Foundation. For
25 years Dame Kerry was an independent
midwife after training as a general nurse in
1970, and consequently gaining a Diploma in
Intensive Care. She was made a Companion of
the New Zealand Order of Merit (CNZM) in 2011
and was promoted to Dame Companion of the
New Zealand Order of Merit in January 2019
for services to governance and the community.
Dame Kerry is Chair of the Clinical and Health
& Safety Committee and a member of the
Risk Committee.
Resolution 3: Re-election of Sally Evans
Sally Evans (BHSc, MSc, FAICD, GAIST)
has been a Director of Oceania since
23 March 2018.
Sally has over 30 years’ experience in the
private, government and social enterprise
sectors in Australia, New Zealand,
the United Kingdom and Hong Kong.
Sally is a Director of Healius Limited in
Australia, Allianz Australian Life Insurance
Limited and Ingenia Communities. She has
previously held Directorships on the boards
of Opal Specialist Aged Care and Blue Cross
Aged Care, was an inaugural member of the
Australian Federal Government’s Aged Care
Financing Authority and held executive roles
as Healthcare Director at the FTSE Compass
Group plc and Head of Aged Care at AMP
Capital. Sally is a Member of the Australian
Aged Care Quality and Safety Commission
(regulator) Advisory Council.
Sally is Chair of the People and Culture
Committee and is a member of the Clinical
and Health & Safety Committee and the
Sustainability Committee.
Resolution 4: Re-election of
Gregory Tomlinson
Gregory Tomlinson (AME) has been a Director
of Oceania since 23 March 2018.
Greg is a Christchurch domiciled businessman
and investor with experience in a variety of
New Zealand industries. One of the original
pioneers of the aquaculture industry in
Marlborough, he has also established
construction and aged care businesses.
Greg established Qualcare before it was sold
into the Oceania Group in early 2008 and
he was a director of Oceania from 2008 until
2016. Greg holds directorships on the boards
of a number of New Zealand based companies
and is currently Chair of Heartland Group
Holdings Limited. Greg is a member of the
Development Committee.
Auditor’s Remuneration
Resolution 5: Auditor’s Remuneration
The current auditor of the Company, Ernst
& Young, will be automatically reappointed as
the Company’s auditor under section 207T of
the Companies Act 1993. 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 May 2024
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 2.00 pm on
Tuesday 25 June 2024.
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 2.00 pm on Tuesday 25 June 2024.
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 Thursday, 27 June 2024
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 Alan Isaac be re-elected as a director of the Company.
Item 2
That Dame Kerry Prendergast be re-elected as a director of the Company.
Item 3
That Sally Evans be re-elected as a Director of the Company.
Item 4
That Gregory Tomlinson be re-elected as a Director of the Company.
Item 5
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 Thursday, 27 June 2024 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.