FPH 2024 Notice of Annual Meeting and Voting Form

News Release
STOCK EXCHANGE LISTINGS: NEW ZEALAND (FPH), AUSTRALIA (FPH)

2024 Notice of Annual Shareholders’ Meeting and Voting Form

Auckland, New Zealand, 10 July 2024 – Fisher & Paykel Healthcare Corporation Limited (NZX:FPH,
ASX:FPH) has provided a copy of the Notice of Meeting for its 2024 Annual Shareholders’ Meeting,
which will be held in person at 15 Maurice Paykel Place, East Tāmaki, Auckland, New Zealand on
Wednesday, 28 August 2024 at 2.00pm (NZST) and online at
https://www.virtualmeeting.co.nz/FPH24.

The attached Notice of Meeting and Voting Form will be mailed to shareholders who have not
provided the company’s share registrar with an email address. An electronic copy of these
documents is also available on the company’s website at www.fphcare.com/asm.

About Fisher & Paykel Healthcare

Fisher & Paykel Healthcare is a leading designer, manufacturer and marketer of products and
systems for use in acute and chronic respiratory care, surgery and the treatment of obstructive sleep
apnea. The company’s products are sold in over 120 countries worldwide. For more information
about the company, visit our website www.fphcare.com.

Contacts:

Media Investors
Karen Knott
GM Corporate Communications
karen.knott@fphcare.co.nz
+64 21 713 911
Dan Adolph
Head of Investor Relations
daniel.adolph@fphcare.co.nz
+64 22 511 4050

Authorised by Raelene Leonard, General Counsel and Company Secretary.

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Fisher & Paykel Healthcare Corporation Limited
NOTICE OF ANNUAL
SHAREHOLDERS’
MEETING 2024

The Annual Shareholders’ Meeting of
Fisher & Paykel Healthcare Corporation
Limited (NZBN 9429040719887 and
ABN 69 098 026 281) (the company) will be
held online at www.virtualmeeting.co.nz/FPH24
and in person at 15 Maurice Paykel Place,
East Tāmaki, Auckland, New Zealand on
Wednesday, 28 August 2024 commencing
at 2.00pm (NZST).

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20241

IMPORTANT DATES
Record date for
voting entitlements
for the Annual
Shareholders’ Meeting
5.00pm,
Monday, 26 August 2024
(NZST)
Latest time for
receipt of postal votes
and proxies
2.00pm,
Monday, 26 August 2024
(NZST)
Annual Shareholders’
Meeting
2.00pm,
Wednesday, 28 August 2024
(NZST)
HOW TO GET TO
THE DANIELL BUILDING
AT 15 MAURICE PAYKEL
PLACE, EAST TĀMAKI,
AUCKLAND
HIGHBROOK
DRIVE
DANIELL
BUILDING
PAYKEL

BUILDING
O’HARE

BUILDING
STEWART

BUILDING
MAURICE
PAYKEL PLACE
At the roundabout at the end
of Maurice Paykel Place, take
the second exit and follow the
signs to the Daniell Building.
Visitor parking is clearly marked
and is available outside the
Daniell Building.

Fisher & Paykel Healthcare Corporation Limited
2
BUSINESS
A. CHAIR’S ADDRESS
B. MANAGING DIRECTOR AND
CHIEF EXECUTIVE OFFICER’S REVIEW
C. FINANCIAL STATEMENTS
To receive and consider the financial statements and
the auditor’s report for the year ended 31 March 2024
as contained in the company’s 2024 annual report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions.
Re-Election of Director
(1) That Sir Michael Daniell be re-elected
as a director of the company.
(See Explanatory Note 1)
Election of Director
(2) That Graham McLean be elected as
a director of the company.
(See Explanatory Note 2)
Auditor’s Remuneration
(3) That the Directors be authorised to fix the fees
and expenses of PwC as the company’s auditor.
(See Explanatory Note 3)

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20243
Long Term Variable Remuneration issued to the
Managing Director and Chief Executive Officer
(4) That approval be given for the issue
of up to 100,000 performance share
rights to a total value of $606,060 under
the Fisher & Paykel Healthcare 2022
Performance Share Rights Plan to
Lewis Gradon, Managing Director and
Chief Executive Officer of the company.
(5) That approval be given for the issue of
up to 190,000 options to a total value
of $606,060 under the Fisher & Paykel
Healthcare 2022 Share Option Plan to
Lewis Gradon, Managing Director and
Chief Executive Officer of the company.
(See Explanatory Note 4)
SHAREHOLDER QUESTIONS
Consideration of any shareholder questions raised
during the meeting.
By Order of the Board of Directors
SCOTT ST JOHN, CHAIR
10 JULY 2024

Fisher & Paykel Healthcare Corporation Limited
4
PROCEDURAL NOTES
Persons entitled to vote
The persons who will be entitled to vote on the
resolutions at the Annual Shareholders’ Meeting
are those persons who will be the shareholders
of the company at 5.00pm on Monday,
26 August 2024 (NZST).
Casting a vote
The voting form enclosed with this notice allows you,
or your proxy, to vote either for or against, or abstain
from, each of the resolutions. Votes may be cast in any
one of the following ways:
Meeting attendance
Attending in person:
Shareholders present at the Annual Shareholders’
Meeting in person may cast their votes at the meeting.
A paper voting card will be issued upon registration
at the meeting.
Attending online:
To attend the meeting online, please go to
www.virtualmeeting.co.nz/FPH24. Shareholders
attending online will be able to vote and ask
questions during the Annual Meeting. More information
regarding virtual attendance at the Annual Meeting
(including how to vote and ask questions virtually
during the Meeting) is available in the Virtual
Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20245
Online and postal voting prior to the meeting
Shareholders may directly cast a vote prior to the
meeting online at vote.linkmarketservices.com/FPH/
or by post by completing and lodging the enclosed
voting form with the share registrar, MUFG Corporate
Markets (previously Link Market Services Limited),
at PO Box 91976, Auckland 1142, New Zealand, in
accordance with the instructions set out on the form.
In either case the vote must reach MUFG Corporate
Markets not later than 48 business hours before the
time of the holding of the meeting (i.e. before 2.00pm
on Monday, 26 August 2024 (NZST)). The Board has
authorised MUFG Corporate Markets to receive and
count postal votes.
Proxy
Shareholders may appoint a proxy to attend the
Annual  Shareholders’ Meeting and vote in their place.
A body corporate, which is a shareholder, may appoint
a representative to attend on its behalf in the same
manner as that in which it could appoint a proxy.
A proxy need not be a shareholder of the company.
A shareholder who wishes to do so may appoint the
Chair of the Meeting to act as proxy.
A proxy will vote as directed in the proxy form or, if
voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the resolutions (subject
to the comments under “Voting Restrictions” below).
If the Chair is appointed as proxy and the voting is
left to his discretion, the Chair intends to vote in
favour of each of Resolutions (1), (2), (3) (4), and (5).
To appoint a proxy, go online to
vote.linkmarketservices.com/FPH/ or complete
and lodge the enclosed voting form with the share
registrar, MUFG Corporate Markets, in accordance
with the instructions set out on the form. In either
case the proxy must be received not later than
48 business hours before the time of the holding
of the meeting (i.e. before 2.00pm on Monday,
26 August 2024 (NZST)).

Fisher & Paykel Healthcare Corporation Limited
6
Voting Restrictions
The company will disregard any votes cast in favour of
Resolutions (4) or (5) by Lewis Gradon and any of his
associated persons (in each case the term “associated
persons” is as defined in the NZX Listing Rules).
The company need not disregard a vote cast in
favour of Resolutions (4) or (5) if it is cast by any
of the above people as proxy for a person who is
entitled to vote, in accordance with an express
direction on the proxy form.
Resolutions
All the Resolutions contained in this Notice of
Meeting must be passed by an ordinary resolution
of shareholders, i.e. by a simple majority of the votes
of those shareholders entitled to vote and voting on
the resolution in person or by proxy.
NZX
This Notice of Meeting has been reviewed by
NZX Regulation Limited (NZ RegCo) in accordance
with NZX Listing Rule 7.1 and NZ RegCo has confirmed
it does not object to this Notice. NZ RegCo does not
take any responsibility for any statement in this Notice.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20247
EXPLANATORY NOTE 1 –
RE-ELECTION OF DIRECTOR
Under NZX Listing Rule 2.7, a Director must not hold
office (without re-election) past the third annual
meeting following the Director’s appointment or
three years, whichever is the longer.
Sir Michael Daniell is a Director retiring in 2024. Being
eligible, Sir Michael offers himself for re-election.
Sir Michael Daniell is standing for re-election with the
support of the Board, having considered the tenure,
contribution to the Board, attendance, experience,
other commitments and positions, and performance
generally for Sir Michael Daniell.
EXPLANATORY NOTES
Sir Michael Daniell
Sir Michael became a Director of the company in
November 2001. Formerly, he was Managing Director
and Chief Executive Officer of Fisher & Paykel
Healthcare from November 2001 to March 2016.
He was General Manager of Fisher & Paykel’s medical
division from 1990 to 2001 and previously held
various technical management and product design
roles within the company. Sir Michael is a director
of Cochlear Limited, Tait International Limited and
the Medical Research Commercialisation Fund.
Sir Michael was named a Knight Companion of the
New Zealand Order of Merit in June 2021.
The Board does not consider Sir Michael Daniell to
be an independent Director given he was previously
employed in an executive capacity by the company.

Fisher & Paykel Healthcare Corporation Limited
8
EXPLANATORY NOTE 2 – ELECTION OF DIRECTOR
Under NZX Listing Rule 2.7, a Director appointed by
the Board must not hold office (without election)
past the next annual meeting following the
Director’s appointment.
Graham McLean was appointed by the Board as a
Director of the company with effect from 1 October
2023. Accordingly, Graham McLean offers himself
up for election at the Annual Shareholders’ Meeting.
Graham McLean stands for election with the support
of the Board.
Graham McLean
Graham is a director and CEO of CleanSpace
Technology, chair of Universal Biosensors and chair of
Suicide Prevention Australia. Graham previously spent
16 years as an executive at leading medical device
manufacturer Stryker Corporation, most recently as
President of the Asia Pacific region situated in Hong
Kong and Singapore. Prior to joining Stryker, Graham
had finance, audit and commercial positions at Lion
Nathan, McVitie’s Limited and Unilever.
Graham McLean is considered by the Board to be
an independent Director.
EXPLANATORY NOTE 3 –
AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993,
PwC is automatically reappointed as the auditor of the
company, and this resolution authorises the Board to
fix the fees and expenses of the auditor in accordance
with section 207S of the Companies Act 1993.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20249
EXPLANATORY NOTE 4 - LONG TERM VARIABLE
REMUNERATION ISSUED TO THE MANAGING
DIRECTOR AND CHIEF EXECUTIVE OFFICER
Introduction
The Board believes that the issue of equity-based
long-term variable remuneration instruments (LTVR
Instruments) will provide appropriate alignment of
participating employees with the total shareholder
return of the company. LTVR Instruments also assist
the company to attract, motivate and retain key
employees in an environment where such employees
are in high demand, both within New Zealand and
internationally. LTVR Instruments will be issued to
employees as a long-term component of remuneration
provided to employees in accordance with the
company’s remuneration policy.
The LTVR Instruments proposed to be issued to
Mr Gradon under NZX Listing Rule 4.6 do not require
shareholder approval of the issue, given Mr Gradon’s
participation has been determined by criteria applying
to employees generally under the company’s LTVR
Plans. However, the company has determined it will
seek shareholder approval for the issue, consistent
with its prior practice. If shareholders do not approve
the proposed issue of LTVR Instruments to Mr Gradon,
the Board will investigate alternative long-term
variable remuneration arrangements for Mr Gradon.
The company currently operates the following
long-term variable remuneration arrangements
(LTVR Plans) under which LTVR Instruments will
be issued to select executives and senior managers:
• The Fisher & Paykel Healthcare 2022 Performance
Share Rights Plan (the 2022 Performance Share
Rights Plan), under which performance share rights
are issued. This was introduced as a replacement for
the 2019 Performance Share Rights Plan, which had
in-turn replaced the Performance Share Rights Plan
that was first introduced in 2012. Under the 2022
Performance Share Rights Plan, performance
share rights vest and become exercisable for
ordinary shares depending on the achievement
of a designated total shareholder return hurdle
on the third anniversary of the grant date.

Fisher & Paykel Healthcare Corporation Limited
10
• The Fisher & Paykel Healthcare 2022 Share
Option Plan (the 2022 Option Plan). This has been
introduced as a replacement for the 2019 Share
Option Plan, which had in-turn replaced the 2003
Share Option Plan. Under the 2022 Option Plan,
options vest and become exercisable for ordinary
shares depending on share price performance
relative to a cost of capital benchmark on the
third anniversary of the grant date.
Shareholder approval being sought
Shareholder approval is being sought:
• under Resolution (4), to issue up to 100,000
performance share rights to a total value of
$606,060 under the 2022 Performance Share
Rights Plan; and
• under Resolution (5), to issue up to 190,000
options to a total value of $606,060 under the
2022 Option Plan,
in each case to Lewis Gradon, the Managing
Director and Chief Executive Officer of the company.
Mr Gradon is the only Director eligible to participate
in new grants under the LTVR Plans. The company
intends to issue these LTVR Instruments to
Mr Gradon within one month of the date of the
Annual Shareholders’ Meeting.
Following the Annual Shareholders’ Meeting, an
independent valuation will be obtained from KPMG
to determine the fair value of each performance share
right and option to be issued this year. The number
of instruments to be issued to employees is based
on a set dollar amount divided by the valuation of
the respective LTVR Instrument. A higher valuation
would likely result in less LTVR Instruments being
issued, while a lower valuation would likely result
in more LTVR Instruments being issued this year.
The actual number of LTVR Instruments that will be
issued to Mr Gradon this year will be calculated once
the independent valuation is received following the
Annual Shareholders’ Meeting. The number will be
calculated by dividing the total value as approved
by shareholders by the fair value of each instrument.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202411
The below tables compare the total value and
maximum number of LTVR Instruments proposed
to be issued to Mr Gradon this year against the total
maximum number approved last year, as well as the
actual total number and value of LTVR Instruments
issued to Mr Gradon last year.
Performance Share Rights
2023
Total Value Issued$577,210
Fair Value per PSR$11.72
Actual Number Issued49,250
Maximum Number Approved100,000
2024
Total Value to be Issued$606,060
Fair Value per PSRValuation conducted by
KPMG after ASM.
Maximum Number to be Issued100,000
Options
2023
Total Value Issued$577,203
Fair Value per Option$5.10
Actual Number Issued113,177
Maximum Number Approved190,000
2024
Total Value to be Issued$606,060
Fair Value per OptionValuation conducted by
KPMG after ASM.
Maximum Number to be Issued190,000

Fisher & Paykel Healthcare Corporation Limited
12
LTVR Instruments Total
2023
Total Value Issued$1,154,413
Actual Number Issued162,427
Maximum Number Approved290,000
2024
Total Value to be Issued$1,212,120
Maximum Number to be Issued290,000
The company also intends to issue, pursuant to NZX
Listing Rule 4.6, up to 2,210,000 LTVR Instruments
in aggregate, to approximately 719 selected executives,
senior managers and other employees of the company
and its subsidiaries. Together with the maximum
number of LTVR Instruments proposed to be issued
to Mr Gradon, the company therefore intends to issue
no more than a maximum aggregate of 2,500,000
LTVR Instruments to employees, including Mr Gradon,
following the Annual Shareholders’ Meeting.
The maximum aggregate number equates to the
issue of LTVR Instruments to acquire shares
representing approximately 0.4% of the total ordinary
shares on issue. If all 2,500,000 LTVR Instruments
were exercised for shares, then shareholders would
be diluted by this percentage amount. In 2023, the
actual number of LTVR Instruments issued was
1,495,132.
A summary of the key terms of the 2022
Performance Share Rights Plan and 2022
Option Plan is set out below.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202413
Key Terms of the 2022 Performance Share
Rights Plan
The key terms of the 2022 Performance Share Rights
Plan are:
• No amount is payable by a participant for the
grant of performance share rights.
• One share right gives the participant the potential
to exercise that performance share right for one
ordinary share in the company at no cost.
• Whether (and how many) performance share rights
become exercisable will depend on the company’s
gross total shareholder return (TSR) performance
compared to the performance of the Dow Jones
US Select Medical Equipment Total Return Index
in New Zealand dollars over the same period (the
Index return).
• The company’s TSR will be calculated and
compared against the Index return on the third
anniversary of the grant of the performance
share rights (the PSR Performance Period).
• Performance share rights will only become
exercisable if the company’s TSR over the PSR
Performance Period exceeds the Index return
over the same period, measured in absolute terms.
If, at the end of the PSR Performance Period, the
company’s TSR performance over that period
exceeds the Index return over the same period
by less than 10%, measured in absolute terms,
then between 50% and 100% of the performance
share rights held by the participant, as determined
on a straight-line basis by the Board, become
exercisable. If the company’s TSR over the PSR
Performance Period exceeds the Index return
over the same period by 10% or more, measured
in absolute terms, then all of the performance
share rights will become exercisable.
• At the end of the PSR Performance Period, the
company will advise each participant whether any
of their performance share rights are exercisable
depending on the above methodology and, if they
are, the number of performance share rights that
are exercisable.

Fisher & Paykel Healthcare Corporation Limited
14
• Exercisable performance share rights may only be
exercised during the 20 business day period from
the date that the participant is notified that the
performance share rights have become exercisable
(excluding, at the Board’s discretion, any days
when trading restrictions apply to a participant)
(the Exercise Period). Any exercisable performance
share rights may be exercised by the participant
at any time during the Exercise Period and will
be deemed to be exercised at 4.59pm on the last
day of the Exercise Period if they have not been
exercised or surrendered by the participant
before that time.
• If no performance share rights are exercisable
because the company’s TSR over the PSR
Performance Period has not exceeded the Index
return over the same period, the performance
share rights lapse.
• Unless otherwise determined by the Board,
a participant’s performance share rights will lapse
on the first to occur of the following events:
–the date of receipt by the company of written
notice from the participant surrendering their
performance share rights;
–5.00pm on the last day of the Exercise Period
in respect of the PSR Performance Period;
–in the case of performance share rights held
by a participant who ceases to be employed
because of serious illness, accident, permanent
disablement, redundancy or death, the last date
of the Exercise Period; and
–in the case of performance share rights held
by a participant who ceases to be employed
because of any other reason, the day on
which that person ceases to be employed.
• Subject to any applicable Listing Rules, the
Board is given discretion to adjust the terms of
any performance share rights to achieve equivalent
treatment as between the participants in the
2022 Performance Share Rights Plan and the
shareholders in the event of a change in the
capital structure of the company.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202415
• The Board is also given discretion to amend the
terms of the 2022 Performance Share Rights Plan,
or of performance share rights, in the case of a
takeover or other change of control transaction in
respect of the company, so as to allow participants
to participate in the benefit of that transaction.
• The company may amend the terms of the 2022
Performance Share Rights Plan, subject to the
consent of any adversely affected participant.
• Performance share rights are not transferable,
other than to certain persons associated with an
employee and approved by the Board, and do not
participate in dividends or other distributions of the
company. Participants are not entitled to participate
in new issues of the underlying securities (such as a
rights issue or bonus issue) prior to exercising the
performance share rights.
• Performance share rights will not be quoted on
either the NZX Main Board or the ASX markets.
So long as the company remains listed on the NZX
Main Board and/or the ASX markets, it is intended
that the shares issued on exercise of performance
share rights will be quoted on the NZX Main Board
and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of performance share rights will be fully
paid and rank equally with all other ordinary shares
in the company except for dividends or other
entitlements in respect of which the record date
occurred prior to the date of issue or transfer of
the relevant shares.
Key Terms of the 2022 Option Plan
The key terms of the 2022 Option Plan are:
• No amount is payable for the grant of options.
• One option gives the participant the right to
subscribe at the exercise price for one ordinary
share in the company.
• An option may be exercised only if, on the third
anniversary of the date of grant of an option, the
company’s volume weighted average share price
on the NZX Main Board over the five business days
before that date, exceeds the “Escalated Price”
(described below) on that date.

Fisher & Paykel Healthcare Corporation Limited
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• The share price will be weighed against the
Escalated Price on the third anniversary of the
date of grant of an option (“Grant Date”). If the
share price exceeds the Escalated Price at that
date, options may be exercised during a period
of 90 business days (excluding, at the Board’s
discretion, any days when trading restrictions
apply to a participant) (“Exercise Period”) after
the company advises the option holder that the
options have become exercisable. If options have
become exercisable, the holder of those options
may exercise all or some of those options during
the Exercise Period, but any options of that holder
issued on the same Grant Date that are not
exercised will be cancelled.
• Unless otherwise determined by the Board, options
lapse on the holder ceasing to be employed by
the company or a subsidiary. If an option holder
ceases to be employed by reason of serious illness,
accident, permanent disablement, redundancy
or death, the holder’s options remain in force until
the end of the Exercise Period.
• The exercise price of options is the company’s
volume weighted average share price on the
NZX Main Board over the five business days
before the Grant Date.
• The Escalated Price is determined as follows:
–At each anniversary of the Grant Date of an
option, a new “base price” will be calculated by:
›increasing the last calculated base price
(which, as at the first anniversary of the Grant
Date, will be the exercise price of the option)
by a percentage amount determined by the
Board to represent the company’s cost of
capital; and
›reducing the resulting figure by the amount
of any dividend paid by the company in the
12-month period immediately preceding
that anniversary.
–The Escalated Price on any particular anniversary
of the Grant Date will be the base price
determined as at that anniversary of the Grant
Date, determined in accordance with the above.

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202417
• The Board is given discretion to adjust the terms
of any options (including the exercise price) to
achieve equivalent treatment as between the
participants in the 2022 Option Plan and the
shareholders in the event of a change in the
capital structure of the company.
• The Board is also given discretion to amend the
terms of the 2022 Option Plan or any options in
the case of a takeover or other change of control
transaction in respect of the company, so as to
allow option holders to participate in the benefit
of that transaction.
• The company may amend the terms of the 2022
Option Plan, subject to the consent of any
adversely affected participant.
• Options are not transferable, other than to certain
persons associated with an employee, and do not
participate in dividends or other distributions of
the company. Participants are not entitled to
participate in new issues of the underlying
securities (such as a rights issue or bonus issue)
prior to exercising the options.
• Options will not be quoted on either the NZX Main
Board or the ASX markets. So long as the company
remains listed on the NZX Main Board and/or the
ASX markets, it is intended that the shares issued
on exercise of options will be quoted on the NZX
Main Board and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of options will be fully paid and rank
equally with all other ordinary shares in the
company except for dividends or other
entitlements in respect of which the record date
occurred prior to the date of issue or transfer
of the relevant shares.
• The Cancellation Offer facility approved by
shareholders at the 2004 Annual Shareholders’
Meeting (which allows option holders to cancel
vested options in consideration for shares of a
value equal to the gain that the option holders
would receive if they exercised their options)
applies to the options granted under the 2022
Option Plan.

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Lodge your Proxy:
Online: vote.linkmarketservices.com/FPH
Scan and email: meetings@linkmarketservices.com
(please use “FPH Proxy Form” as the subject for
easy identification)
Mail: Use the enclosed reply paid envelope or
address to:
MUFG Corporate Markets
PO Box 91976, Auckland 1142, New Zealand
By hand:
MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West, Auckland, New Zealand
General Enquiries:
+64 9 375 5998 or email:
meetings@linkmarketservices.com
SCAN THIS QR CODE WITH YOUR
SMARTPHONE AND VOTE ONLINE
Fisher & Paykel Healthcare Corporation Limited Annual Meeting Voting Form
The Annual Shareholders’ Meeting of Fisher & Paykel Healthcare Corporation Limited (NZBN 9429040719887 and
ABN 69 098 026 281) (the company) will be held online at www.virtualmeeting.co.nz/FPH24 and in person at the
company’s East Tāmaki campus in the Daniell Building, 15 Maurice Paykel Place, East Tāmaki, Auckland, New Zealand
on Wednesday, 28 August 2024 commencing at 2.00pm (NZST). To attend online via the above link you will require
your Holder Number for verification purposes.
8 A proxy can be any person of your choice and does not have to
be a shareholder of Fisher & Paykel Healthcare. If you wish you
can appoint the Chair of the Meeting as your proxy. The Chair
will vote in accordance with your instructions, or, failing your
instruction, in accordance with the terms set out in paragraph 9
of this Voting Form.
9 If you tick the box “Discretion” on any resolution, you are
directing your proxy or representative to decide how to vote
on that resolution on your behalf. If you tick the “Abstain” box
on any resolution, you are directing your proxy or representative
not to vote on that resolution. If you return this Voting Form
without a direction as to how to vote on any resolution, or if you
tick more than one box in relation to any resolution, the vote on
that resolution will be treated as “Discretion” and your proxy will
exercise his/her discretion as to whether to vote and, if so, how.
The Chair intends to vote discretionary proxies in favour of
Resolutions 1, 2, 3, 4 and 5.
10 This Voting Form must be signed by you or your attorney, duly
authorised in writing. In the case of a joint shareholding, this
form must be signed by each of the joint shareholders (or their
duly authorised attorney). In the case of a corporate shareholder,
this Voting Form must be signed by a director or a duly
authorised officer acting under the express or implied authority
of the corporate shareholder, or an attorney duly authorised by
the corporate shareholder.
11 If this Voting Form is signed under a power of attorney, a
certificate of non-revocation must be completed and a copy
of the power of attorney certified by a Solicitor, Justice of the
Peace or Notary Public provided to MUFG Corporate Markets,
unless it has already been noted by the company or MUFG
Corporate Markets.
General
12 The company will disregard any votes cast in favour of
Resolutions 4 or 5 by Lewis Gradon and any of his
associated persons (in each case as that term is defined
in the NZX Listing Rules).
13 The company need not disregard a vote cast in favour of
Resolutions 4 or 5 by a person referred to in paragraph 12 if
that vote is cast by that person as proxy for a person who is
entitled to vote, in accordance with an express direction on
the Voting Form.
NOTES
Attending the Meeting
1 If you propose to ATTEND the Annual Shareholders’ Meeting in
person please bring this Voting Form to the meeting to assist
with your registration. All shareholders must register with MUFG
Corporate Markets prior to entering the meeting room. A paper
voting card will be issued upon registration at the meeting.
2 Shareholders attending and participating in the Annual Meeting
virtually via www.virtualmeeting.co.nz/FPH24 will be able to vote
and ask questions during the Annual Meeting. More information
regarding virtual attendance at the Annual Meeting (including how
to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/
OnlinePortalGuide.pdf.
Postal Vote
3 If you are entitled to attend and vote at the Annual Shareholders’
Meeting you are entitled to vote by postal vote. The Company
Secretary has been authorised by the Board to receive and count
postal votes at the Annual Meeting.
4 You can cast your postal vote by one of the methods listed above
in the box headed “Lodge your Proxy”. If you return your postal
vote without indicating how you wish to vote, or your indication
on how to vote is unclear on any resolution, you will be deemed
to have abstained from voting on that resolution.
5 If you complete the postal vote section and also appoint a proxy
then your postal vote will be cast and your proxy appointment
will not be counted.
6 If this Voting Form is returned duly signed by a shareholder with
voting instructions completed, but without indicating that it is
a postal vote, and a proxy has not been appointed, it will be
deemed to be a postal vote.
Proxy Appointment
7 If you are a shareholder entitled to attend and vote at the Annual
Shareholders’ Meeting you are entitled to appoint a proxy or, in
the case of a corporate shareholder, a representative to attend and
vote instead of you. A proxy may be appointed by completing a
Voting Form on-line, or the Voting Form may be completed and
mailed, delivered, or scanned and emailed in accordance with the
instructions above in the box headed “Lodge your Proxy”.
For your postal vote or proxy to be effective it must be lodged with MUFG Corporate Markets
(previously Link Market Services Limited) by no later than 2.00pm, Monday, 26 August 2024 (NZST).
Go online to vote.linkmarketservices.com/FPH to cast your vote or appoint your proxy, or turn over to complete the form.

Section 2:
Voting instructions
This form is to be used to vote as follows on the following resolutions: Tick (
ü
) in box to record your vote
BusinessForAgainstAbstainDiscretion
1.To re-elect Sir Michael Daniell as a director

2.To elect Graham McLean as a director

3.To authorise the Directors to fix the fees and expenses of the auditor

4.To approve the issue of performance share rights to Lewis Gradon

5.To approve the issue of options to Lewis Gradon

The resolutions above are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting 2024 for the full text of the
resolutions and the explanatory notes.
Section 1:
Choose to vote by postal vote or appoint a Proxy to vote on your behalf
Postal Voting
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
Appoint a Proxy to vote on your behalf
I/We being a shareholder(s) of
Fisher & Paykel Healthcare Corporation Limited hereby appoint: at:
(full name of proxy) (email)
Or failing that person: at:
(full name of proxy) (email)
as my/our proxy to vote for me/us on my/our behalf as directed below, and on any other matters put to the Annual Shareholders’
Meeting of Fisher & Paykel Healthcare Corporation Limited to be held at 2:00pm on Wednesday, 28 August 2024 (NZST), or at
any adjournment of that meeting. Unless otherwise instructed as below, my/our proxy may vote as he/she thinks fit.
If you wish, you may appoint the Chair of the Meeting as your proxy by entering “Chair of the Meeting” in the box above.
Sign:
Signature of Shareholder(s). This section must be completed.
Contact details
Signed this 2024
(Daytime phone number) (Date)
Signature(s)
(All shareholders must sign your email)


Please tick here if you would like to receive communications electronically – please provide your email address or email
operations@linkmarketservices.co.nz to receive shareholder communications electronically.