Notice of Special Shareholders Meeting 2024 - 31 July 2024

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10 July 2024


Dear Shareholder

Please find enclosed notice (Notice) of Promisia Healthcare Limited’s (Promisia or the Company)
special meeting (Meeting) which will be held virtually via the MUFG Virtual Meeting Platform at
www.virtualmeeting.co.nz/phlsm24 on Wednesday, 31 July 2024, starting at 12pm.
Background
As announced to the market on 24 April 2024, Promisia has entered conditional agreements to:
• acquire the Golden View Lifestyle Village (Golden View) for a purchase price of $29.35
million; and
• acquire the Ripponburn Lifestyle Village (Ripponburn) for a purchase price of $4 million.
(together, the Acquisitions).
Golden View and Ripponburn are commonly owned and located in close proximity to each other in
Cromwell, Central Otago. Acquiring both sites together gives Promisia development optionality in a
high demand market for aged care.

Golden View is comprised of a 79-bed care facility that includes a specialist dementia unit and 19
serviced apartments (Care Facility); and 102 independent living units with a communal facilities
building and amenities area (Village). Construction of the village was completed in 2021 and the care
facility in 2022. Occupancy as at 30 April 2024 was 97% for the care facility and 100% for villas.

Ripponburn is located across the road from Golden View and comprises 16 independent living villas
and a 46-bed care facility. Construction of the villas was completed in 2016, with recent improvements
made to the village site and roadways. The care facility building was built in the 1930s and is near the
end of its useful life, presenting a redevelopment opportunity.

The Acquisitions are a significant growth initiative for Promisia and are consistent with Promisia’s
strategy to grow its network through strategically located value-accretive acquisitions, brownfield and
greenfield developments. Over the past few years, Promisia has focused on its business
fundamentals and creating a strong platform to scale up and expand its care and retirement living
offering into more communities across New Zealand. Promisia will continue to seek further growth
opportunities and keep the market informed on any new acquisitions or developments.
Acquisition terms
Promisia proposes to acquire Golden View and Ripponburn in two stages. The purchase of the Care
Facility at Golden View is scheduled to settle alongside Ripponburn on 14 August 2024. The Village
at Golden View will be acquired four years later, being 14 August 2028. During this four-year period,
Promisia will enter into a four-year lease with the vendor to lease the land, buildings and assets
associated with the Village and will make monthly payments against the Village purchase price.
Further information on the transaction structure can be found in the Explanatory Notes below.

The Acquisitions are cross-conditional and as at the date of this Notice, are conditional upon finance,
shareholder and regulatory approvals, statutory supervisor approval in accordance with the Retirement
Villages Act 2003 and there being no material adverse change to the assets, land or business of Golden
View and Ripponburn up until completion.

The Acquisitions will be partly funded by debt however as announced to market on 2 July 2024
Promisia is seeking $3 million of new capital, with an oversubscription facility of up to $1 million, and

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is proceeding with the sale of its Eileen Mary facility in Dannevirke for expected net sale proceeds of
$3 million.

A copy of Promisia’s investor presentation for this capital raising is included with this Notice. The
presentation provides current information on Promisia’s current business and the impact of the
Acquisitions on the business.


Board recommendation
The Board considers that the Acquisitions and all related transactions are in the best interests of
Promisia and its shareholders and recommends that shareholders vote in favour of the resolutions
outlined in this Notice. The Board encourages you to read this Notice and to exercise your right to vote.

The enclosed proxy form has detailed instructions on how shareholders may lodge their vote or appoint
a proxy to vote on their behalf if they are unable to attend the meeting.

Shareholders attending the meeting virtually will be given the opportunity to raise questions.

Shareholders may also submit written questions on the bottom of the Proxy Form. The main themes
will be aggregated and responded to at the Meeting. Alternatively, written questions can be sent online
at https://investorcentre.linkgroup.nz/voting/PHL or by email to meetings@linkmarketservices.com.

I look forward to seeing you at the meeting.

Rhonda Sherriff
Chair

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NOTICE OF ANNUAL MEETING

Notice is hereby given that the special meeting (Meeting) of shareholders of Promisia Healthcare
Limited (NZX:PHL) (Promisia) will be held virtually via the MUFG Virtual Meeting Platform at
www.virtualmeeting.co.nz/phlsm24 on Wednesday, 31 July 2024, starting at 12pm.
AGENDA
A. Chairman’s introduction.
B. Presentation to shareholders.
C. Questions.
D. Resolutions.
BUSINESS

RESOLUTIONS

To consider and, if thought fit, to pass the following ordinary resolutions:

1. Approval of the Acquisitions: That, under NZX Listing Rule 5.1.1(b), Promisia undertaking the
acquisition of Golden View and Ripponburn together with all related transactions as described in
this Notice, are approved.

2. Approval to Issue Convertible Notes: That, under NZX Listing Rule 4.2.1, the issue of 6 million
Convertible Notes under the Convertible Note Agreement and the issue of up to 6 billion Shares
issued on conversion of the Convertible Notes, on the terms as described in this Notice, is
approved.

3. Approval of Issue of Warrants: That, under NZX Listing Rule 4.2.1, the issue of up to 4 billion
warrants under the terms of Promisia’s capital raising and on the warrant terms of issue set out in
this Notice, is approved.

(Each a Resolution, and, together, the Resolutions)

PROCEDURAL NOTES
Proxies
Any shareholder of Promisia who is entitled to attend and vote at the Meeting may appoint a proxy to
attend and vote on their behalf. A corporation which is a shareholder may appoint a representative to
attend the Meeting on its behalf in the same manner as it could appoint a proxy. A proxy does not need
to be a shareholder of Promisia. A Proxy Form can be returned by delivery, mail, email, or online (as
set out below).
The Chair of the Meeting (Rhonda Sherriff) and any of the Directors are prepared to act as proxy. Where
any Director is appointed as a discretionary proxy and is not prohibited from voting, each of the Directors
intends to vote in favour of all the Resolutions. Shareholders are encouraged to give express voting
directions to any Director that they appoint as their proxy.
To appoint a proxy, you should complete and sign the enclosed Proxy Form and either return it by
delivery, mail or email to the share registrar of Promisia:
By delivery:
Promisia Healthcare Limited
C/- MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
By mail:
Promisia Healthcare Limited
C/- MUFG Corporate Markets
PO Box 91976
Auckland 1142

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By email: meetings@linkmarketservices.com (please put the words “PHL Proxy Form” in
the subject line for easy identification)


You may also lodge your proxy online at https://investorcentre.linkgroup.nz/voting/PHL.You will require
your CSN/Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to
have signed the Proxy Form by lodging it in accordance with the instructions on the website.
The completed Proxy Form must be received by MUFG Corporate Markets (formerly Link Market
Services) no later than 48 hours before the Meeting, being 12pm on Monday, 29 July 2024. Online
proxy appointments must also be completed by this time. Registered shareholders at that time will be
the only persons entitled to vote at the Meeting and only the shares registered in those shareholders’
names at that time may be voted at the Meeting.
Shareholder Questions
Shareholders attending the meeting will be given the opportunity to raise questions. Shareholders may
also submit written questions on the bottom of the Proxy Form. The main themes will be aggregated
and responded to at the Meeting. Alternatively, written questions can be sent by email to
meetings@linkmarketservices.com.
Promisia reserves the right not to address questions that, in the Chair’s opinion, are not reasonable in
the context of a shareholder meeting.
Ordinary Resolutions
All Resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by a simple
majority of votes of those shareholders entitled to vote and voting on the Resolutions in person or by
proxy.
Voting Restrictions

There are no voting restrictions applicable to Resolution 1.
Rivercrest Cromwell Limited and its Associated Persons (as defined in the NZX Listing Rules) are
restricted from voting on Resolution 2 to any extent they hold Shares in Promisia.
Conditionality of Resolutions 1 and 2

Resolution 1 and Resolution 2 are cross conditional. In particular, both Resolutions must be passed by
shareholders for either Resolution to have any effect.
NZ RegCo No Objection

This Notice has been reviewed by NZX Regulation Limited (NZ RegCo). NZ RegCo has confirmed it
has no objection to this Notice but takes no responsibility for the contents of this Notice.

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EXPLANATORY NOTES

Resolution 1: Approval of the Golden View Acquisition and Ripponburn Acquisition
Summary
Promisia has entered into:

• an agreement with Rivercrest Cromwell Limited (GV Vendor) to acquire the Golden View
Lifestyle Village (Golden View) for the total purchase price of $29.35 million (Golden View
Agreement); and

• an agreement with Thyme Care Limited (TCL) and Thyme Care Properties Limited (TCPL) to
purchase the shares in TCL and TCPL which own and operate Ripponburn Lifestyle Village
(Ripponburn) for the purchase price of $4 million (Ripponburn Agreement),

(each, an Agreement and together the Acquisitions).

The Acquisitions will provide Promisia exposure to a growing population in the Central Otago region
that is seeing increasing demand for aged care services, lower land prices than in nearby Wanaka or
Queenstown and good availability of qualified care staff.
As at the date of this Notice, the Acquisitions are conditional upon:
• finance (see further details below on pages 9 to 10);
• shareholder and regulatory approvals;
• statutory supervisor approval in accordance with the Retirement Villages Act 2003. Promisia
is in discussions with the supervisor and can only complete this condition once it has satisfied
the finance condition. Promisia does not anticipate any issues satisfying this condition;
• there being no material adverse change to the assets, land or business of Golden View and
Ripponburn up until 14 August 2024; and
• both Agreements being unconditional.
If any conditions are not satisfied the Acquisitions may not proceed.

In completing due diligence enquiries and negotiating the Acquisitions, Promisia relied on its executive
team (given its depth of sector and financial experience) for operational and financial due diligence,
together with legal due diligence from external legal advisers. Independent valuation reports were also
commissioned and prepared as at 31 March 2024. Eyles McGough Limited completed a valuation report
on the Golden View Care Facility and Apartments and valued this asset at $14 million and completed a
valuation report on Ripponburn and valued this asset at $5 million. The purpose of these valuations
was to assess market value for Promisia and the valuation methodology was a discounted cash flow,
investment approach. Both valuations were prepared in accordance with the requirements of New
Zealand equivalent International Accounting Standards (NZ IAS) 16 (Property, Plant and Equipment),
NZ IAS 40 (Investment Property) and the New Zealand equivalent for International Financial Reporting
Standard (NZ IFRS) 13 (Fair Value Measurement).

In addition, Promisia has considered an independent valuation of the Golden View Village that was
prepared for the GV Vendor. The Golden View Village will be acquired by Promisia in four years’ time
if the Acquisitions proceed. The Golden View Village was valued at $19.38 million as at 31 March 2023.
The purpose of this valuation was to determine the fair value of the Golden View Village in accordance
with NZ IFRS 13 for the GV Vendor’s financial reporting purposes as at 31 March 2023. In completing
the valuation, the valuer observed the requirements of NZ IAS 40 and NZ IFRS 13.

Acquisitions Timetable

The Acquisitions are being worked on to the following timetable (and dates are subject to change):

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Event Date
Finance condition due.
Special shareholders meeting held.
Eileen Mary facility to be subject to an
unconditional sale and purchase.
31 July 2024
Statutory supervisor approval of the
Acquisition due.
12 August 2024
Initial Completion Date (Promisia
acquires Golden View Care Facility
and Ripponburn. Lease of Golden
View Village commences)
14 August 2024
Final Completion Date (Promisia
acquires Golden View Village)
14 August 2028

The Acquisitions will be completed in two stages:
• Stage 1: On the Initial Completion Date:
• Promisia will acquire the Golden View Care Facility for consideration of $10 million
cash payment (subject to adjustments).
• Promisia will acquire Ripponburn for $4 million to be paid by way of cash payment.
• The four-year lease for the Golden View Village will commence and Promisia will
begin making monthly non-refundable, interest free payments of $180,000 (totalling
48 instalments equalling $8.64 million) (Village Deposit).

• Stage 2: On the Final Completion Date, Promisia will acquire the Golden View Village for the
consideration of $19.35 million (less the Village Deposit). A breakdown of the Golden View
Village consideration is further set out below.

Golden View
Overview
Golden View has a land area of 6.86ha, comprising two separate land titles:
• a 79-bed care facility that includes a specialist dementia unit and 19 serviced apartments (Care
Facility); and
• a lifestyle village that includes 102 stand-alone self-serviced villas centred around a communal
facilities building and amenities area for recreational activities for the village residents (Village).
The GV Vendor holds Ministry of Health certification for providing hospital level medical services,
geriatric services and rest home care. Golden View is currently certified to 2 August 2025 and is subject
to regular audits to assess the services provided to residents and the physical environment of Golden
View. Promisia is in the process of obtaining certification for its new wholly owned subsidiary which will
acquire the Care Facility and does not foresee any issues in obtaining this by the Initial Completion
Date.

Promisia proposes to acquire Golden View in two stages, as detailed further below.

Stage one – Care Facility acquisition

The purchase of the Care Facility is scheduled to be completed on 14 August 2024 (Initial Completion
Date). During the four-year period from the Initial Completion Date, Promisia will enter into a four-year
lease with the GV Vendor to lease the land, villas and the assets associated with running the Village
business (Village Lease). Further information on the Village Lease is outlined below.

Stage two - Village acquisition

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The purchase of the Village will be completed four years after the Initial Completion Date, being 14
August 2028 (Final Completion Date).

The Village purchase price of $19.35 million will be satisfied by way of:
1. the Village Deposit of $8.64 million (being paid over the four-year period of the Village Lease in
48 monthly instalments of $180,000);
2. $4.71 million in cash on the Final Completion Date; and
3. $6 million by way of 6 million convertible notes in Promisia (Convertible Notes) issued to the
GV Vendor (or its nominee(s)) at a face value of $1 per Convertible Note. The Convertible
Notes may convert into ordinary shares in Promisia or be repaid in cash at the option of the
holder. Further detail on the Convertible Notes and conversion terms can be found under the
explanatory notes for Resolution 2 below.
If Promisia defaults on the instalment payments of the Village Deposit or the final payment of $4.71
million on the Final Completion Date, the GV Vendor has the ability to buyback the Care Facility for a
purchase price determined to be the prevailing fair market value by an independent valuer.

Village Lease

Under the Village Lease, the GV Vendor will continue to own the land however Promisia will be
operating the Village in all respects.

The key terms of the Village Lease are as follows:

Term 4 years
Commencement
Date
Initial Completion Date (scheduled for 14 August 2024).
End Date Final Completion Date (scheduled for 14 August 2028).
Rent
A variable rental amount equal to 40% of the net proceeds from the sale of
or any occupation right agreement for any villa on the Village land during
the term of the Lease, plus GST (if any).
Maintenance
Promisia is required to provide for the long-term maintenance of the
premises and the improvements of the villas during the term of the Village
Lease in accordance with the GV Vendor’s long-term maintenance plan.
Conditions
The commencement of the Village Lease is conditional upon Initial
Completion occurring and the payment of the first instalment of the Village
Deposit on the Initial Completion Date.
Cancellation
The Village Lease may only be cancelled under the following
circumstances:
1. upon the total or partial destruction of the Village land; or
2. upon the buyback of the Care Facility under the Golden View
Agreement.

There are no rent reviews under the Village Lease. Should the Golden View Agreement be terminated
for any reason or the GV Vendor exercises its right to buyback the Care Facility upon the default of
Promisia, the Village Lease will automatically terminate concurrently.

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Ripponburn

Ripponburn is also located in Cromwell, across the road from Golden View and has a land area of
approximately 2.18 ha, comprising of 16 villa units and a 46 bed care facility. The acquisition of
Ripponburn is scheduled to complete at the same time as the Initial Completion Date, scheduled for 14
August 2024.

The villas at Ripponburn were constructed during the period from 2005 to 2016, with recent
improvements made to the village site and roadways. The Ripponburn care facility building dates
back to the 1930s and is in need of significant improvements and renovations. The Ripponburn care
facility is currently certified to provide rest home care, geriatric and medical services from the Ministry
of Health. Promisia considers this a development opportunity. Currently Golden View and Ripponburn
are operated as two separate facilities and Promisia intends to operate them as one, with a view to:
• expanding the care facility at Golden View to take on the care residents at Ripponburn.
• demolishing the old care facility at Ripponburn and developing in its place a specialist
dementia care facility.
The purchase price for the shares in both TCL and TCPL is $4 million to be paid by way of cash. The
above alterations are intended to be funded through the Group’s operating cashflows.

Financial Performance of Golden View and Ripponburn
The Acquisitions are earnings accretive from day 1 and align with Promisia’s strategy to grow its network
through strategically located value-accretive acquisitions.

Promisia has identified cost saving synergies that can be achieved through using and applying its
national support team, scale and established platform (including staff rostering) to Golden View and
Ripponburn. In addition, the staged approach in settling the Village allows payment to be spread over
time at no interest cost with only a variable and income based rental being payable under the Lease in
the interim.

The following table shows the annualised revenue and costs for the Golden View Care Facility and
Ripponburn:




The Golden View Care Facility and the Ripponburn Care facility are each rest home providers that are
certified by the Ministry of Health. In order to be certified a provider must demonstrate they can provide
services to a requisite standard in a safe and appropriate environment. Certified providers are subject
to regular ongoing surveillance audits to ensure service standards are maintained and the premises for
those services are safe and appropriate.

Financial Impact of Acquisition
The indicative financial impact of the Acquisitions is:

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Financial Position as at
March 2024 ($ ‘000)
1

Pro forma position ($ ‘000)
post Acquisitions (August
2024)
2

Assets
Cash and working capital
517 250
Fixed assets (plant &
equipment)
1,269 2,250
Care facilities, villages &
land
59,825 72,325
Total Assets
61,611 74,825
Liabilities
Borrowings
(29,155) (33,250)
Revenue received in
advance
(2,288) (2,250)
Other liabilities
(3,037) (3,000)
Total Liabilities
(34,480) (38,500)
Net tangible Assets
27,131 36,325
Deferred tax liabilities
(2,251) (2,251)
Net Assets/ Shareholders Equity

24,880 34,074

Please see the investor presentation accompanying this Notice, which contains further details on the
financial impact of the Acquisitions.
Finance arrangements
Promisia proposes to fund the Acquisitions through a mixture of:

• $7.5 million of debt facilities with the Bank of New Zealand (BNZ);
• funds raised as part of the capital raise announced to market on 2 July 2024 (Offer);
• the net sale proceeds of its Eileen Mary facility in Dannevirke;
• the issue of convertible notes to the GV Vendor (as detailed in Resolution 2); and
• cash on hand or mezzanine finance (if required).

Key terms of the BNZ new facilities are as follows:

Initial Term 2 years
Principal sum of
acquisition
funding
$7,500,000
• $2,143,000 for Ripponburn
• $5,357,000 for Golden View

1
For a complete view of Promisia’s financial position, please refer to the March 2024 audited financial
statements, announced to market on 26 June 2024.
2
Pro forma position is based on Promisia’s March 2024 audited financial statements and the following key
assumptions: the acquisition of the Golden View Care Facility and Ripponburn, $3.5 million of equity raised under
the capital raise and net proceeds from asset sales used to repay borrowings.

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Conditions
Precedent
• Reaching an unconditional sale and purchase agreement with the
proposed purchaser of the Eileen Mary facility; and
• Raising at least $3 million in equity.

Bridge funding
BNZ to provide $3.5 million bridging loan for the sale of the Eileen Mary
facility, with repayment 60 days after completion of the Acquisitions.
Interest rate
Floating interest rate. Promisia will consider fixing tranches following the
Initial Completion Date.

Bank covenants
• Financial covenants including a 50% loan to value ratio and a
financial cover covenant where EBITDA must be at least 1.75x
interest costs and deposit payments on the Village.
• Reporting covenants including audited annual financial statements,
quarterly reporting of management accounts and annual
compliance statements.

Security
Unlimited interlocking guarantee between Promisia’s existing
companies supported by:
• a first ranking general security agreement over all present and after
acquired property of Thyme Care Limited, Thyme Care Properties
Limited and Golden View Care Limited; and
• registered first ranking mortgages over the Golden View Care
Facility and Ripponburn.


Capital Raise

In order to satisfy its finance condition for the Acquisitions, and as a condition of obtaining the new
BNZ facilities, Promisia must raise a minimum of $3 million of new capital in the Offer.

Promisia will undertake the Offer in July 2024 by way of a combination of placements and a share
purchase plan offered to all shareholders on the following terms:

Issue Price $0.001
Maximum application amount per
eligible shareholder
$50,000.00 (with the ability to accept
oversubscription)
Minimum Amount to raise
$3,000,000 (may accept an additional $1,000,000
in oversubscriptions)

Promisia has its full 15% placement capacity (being approximately 3,227,446,274 shares) available
as at the date of this Notice and will use its placement capacity in the capital raise (to the extent that
any applications do not come within the share purchase plan issuance requirements in the Listing
Rules).

In addition, Promisia will issue one warrant for every share issued under the Offer for no additional
consideration. The key terms of issue of the warrants are set out at resolution 3.

Sale of Eileen Mary facility

To satisfy its finance condition for the Acquisitions, and as a condition of obtaining the new BNZ
facilities, Promisia must reach an unconditional agreement for the sale of its Eileen Mary facility in
Dannevirke with expected net sale proceeds of $3 million. Promisia is currently negotiating a sale and
purchase agreement with a proposed purchaser and expects to be able to satisfy this condition.

Expected Composition of Financing Arrangements

Finance for completion of settlement (being $14 million) is expected to comprise:

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• $7.5 million from the new BNZ Facility
• $3 million from the Eileen Mary facility sale proceeds
• $3.5 million cash from the capital raise and/ or cash on hand.

The balance of $19.35 million to acquire the Golden View Village in four years’ time is to be satisfied
by:

• $180,000 per month payments (funded from operating cashflows at the two acquired facilities)
• $6 million convertible note
• The balance of $4.71 million is payable in four years’ time in cash. It is expected that this
payment will be debt financed given the equity Promisia will have built up in Golden View
Village through the above consideration.

Promisia has also received an offer for $3 million of bridge finance from BNZ if the Eileen Mary facility
has not been sold prior to the settlement of the Acquisitions. That bridge finance is subject to a
condition that Promisia is party to an unconditional sale and purchase agreement to sell the Eileen
Mary facility. At the date of this Notice, an acquirer of the Eileen Mary facility has completed due
diligence and is negotiating a sale and purchase agreement with Promisia.

Shareholder Approval

Shareholder approval is required under NZX Listing Rule (Rule) 5.1.1(b) by way of an ordinary
resolution. Rule 5.1.1(b) provides that, except with the prior approval by an ordinary resolution, Promisia
may not enter into any transaction or related series of transactions to acquire, sell, exchange, or
otherwise dispose of assets of Promisia in respect of which the gross value is in excess of 50% of the
average market capitalisation of Promisia.

The acquisition of Golden View and Ripponburn are a related series of transactions. The Acquisitions
together exceed 50% of the average market capitalisation of Promisia as at 24 April 2024 (being the
date of entry into the Acquisitions and when the announcement of the Acquisitions was released to
shareholders on the NZX).

For completeness, the Acquisitions do not constitute a “major transaction” for the purposes of section
129 of the Companies Act 1993.

Should shareholders not approve this Resolution Promisia will not be able to proceed with the
Acquisitions and will have to consider different investment opportunities. While there are no break fees
associated with the Golden View Agreement, there is a break fee of $20,000 for terminating the
Ripponburn Agreement and in both instances Promisia will have incurred significant sunk costs in
having pursued the Acquisitions through legal fees, registry fees, regulatory fees and finance
establishment charges.

Resolution 2: Issue of Convertible Notes
Summary
As part payment of the consideration for the Village portion of Golden View, Promisia proposes to enter
into a $6 million convertible note agreement with the GV Vendor at the Initial Completion Date
(Convertible Note Agreement).
Key terms
Under the Convertible Note Agreement, Promisia will issue 6 million Convertible Notes to the GV
Vendor (or its nominee(s)) (Note Holder) on the Initial Completion Date with each Convertible Note
having a face value of $1. The Convertible Notes are unsecured, interest free and non-transferable,
except with the prior approval of Promisia.

The Convertible Notes will be issued in two tranches with each tranche having a different expiry date.
The Note Holder may elect to covert some or all of its Convertible Notes to ordinary shares in Promisia
(Shares) at any time before the respective expiry dates at a conversion price of $0.001 per ordinary
share. The expiry dates for the Convertible Notes are as follows:

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Convertible Notes Expiry Date
Tranche 1 2.5 million One year from the Grant Date
Tranche 2 3.5 million Four years from the Grant Date

The Shares issued upon conversion will be issued under the same terms and rank pari passu in all
respects with the existing Shares quoted on the NZX Main Board.
Any Convertible Notes that are not converted by the Note Holder within the respective expiry dates will
be redeemed in cash by Promisia at the Final Completion Date for their aggregate face value. Promisia
expects to fund any redemption (and the balance of the Village Purchase Price) at Final Completion by
primarily through borrowing against the equity that it will have built up in the Village over the four years
prior (i.e. through the non-refundable deposit payments).
Dilutive effects
Should all 6 million Convertible Notes be converted into Shares in accordance with the Convertible Note
Agreement, Promisia will issue up to 6 billion Shares to the Note Holder(s), being up to 27.93% of the
Shares on issue as at the date of this Notice. Accordingly, the dilutive effect post conversion (assuming
100% of the Convertible Notes have been converted into Shares) would be:

Pre-Conversion Post-Conversion
Total Number of Shares on issue 21,475,641,820 27,475,641,820
Example Shareholding percentage 5% 3.90%

The above table does not take account of shares and warrants that may be issued in the Offer. This
information is set out below.
Shareholder approval
Shareholder approval is required under Rule 4.2 as the issue of the Convertible Notes and Shares do
not fall within the exceptions listed under Rule 4.1.2, and the maximum number of Shares that can be
issued under the Convertible Note Agreement exceeds the 15% placement threshold under Rule 4.5.

As the issue of the Convertible Notes is subject to shareholder approval, the issue of the Shares on
conversion will not require shareholder approval in accordance with Rule 4.9.1(b).

Should shareholders not approve this Resolution, Promisia will be unable to proceed with the
Acquisitions and they will be terminated.

Resolution 3: Issue of warrants
Summary

As part of the Offer, Promisia proposes to issue one warrant for every share acquired under the Offer
for no additional consideration. Each warrant gives a holder the right, but not the obligation, to subscribe
for one additional ordinary share in PHL on or before the expiry date for an exercise price of $0.002.
The expiry date of the warrants is 24 March 2027.

The warrants are transferable, and application has been made to NZX for quotation of the warrants on
the NZX Main Board and all the requirements of NZX that can be complied with on or before the date
of this Notice. However, NZX accepts no responsibility for any statement in this Notice.
Shareholder approval
To issue the warrants, Shareholder approval is required under Rule 4.2.1 by way of an ordinary
resolution. The key terms of the issuance are:

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Total Number of warrants on issue 4,000,000,000
Purpose
To incentivise investors to
participate in the Offer.
Issue price
$0.002

Parties to whom warrants are to be
issued
Applicants under the Offer will be
issued one warrant for every
share issued to them.
Consideration for the issue
Participating in the Offer

Expiry Date 24 March 2027


The warrants will be issued as part of the Offer on the timetable for the Offer previously announced to
market on 2 July 2024.

The warrants are proposed to be issued as an incentive to investors to participate in the Offer. Should
shareholders not approve this Resolution, Promisia could still proceed with the Acquisitions (provided
Resolutions 1 and 2 are approved and the finance condition is met). However, if warrants are not offered
that may reduce the likelihood of the finance condition being satisfied.

Dilutive effects
If all resolutions are passed and:

• All available shares under the Offer are issued;
• All available warrants are issued under the Offer and are exercised prior to their expiry date;
and
• All convertible notes are issued and are all converted to shares,

the dilutive effect of this is set out in the table below:

Current Shares on issue 21,475,641,820
Maximum Shares that may be issued under Offer 4,000,000,000
Maximum Shares that may be issued from
warrant exercise
4,000,000,000
Maximum Shares that may be issued on
conversion of convertible notes
6,000,000,000
Shareholding percentage of a 5% shareholder
today that does not participate in any of the
above issuances
3.02%

---

1
Promisia Healthcare
Investor presentation
July 2024

2
Disclaimer
Promisia Healthcare Limited (Promisia) is raising capital and this presentation (Presentation) is provided in relation to the opportunity to invest in
Promisia’s capital raising (Opportunity).
About this Presentation
Although reasonable care has been taken in the preparation of this Presentation, no information has been independently verified by any person. No
representation or warranty, express or implied, is made nor is any responsibility accepted with respect to the completeness or accuracy of this
Presentation.
Forward Looking Statements
This Presentation contains forward looking statements. Such statements, estimates, projections and forecasts reflect various assumptions which
may or may not prove to be correct and may be within or outside the control of Promisia. Actual results may differ materially.
Limited Liability
To the extent permitted, no person shall have any responsibility or liability arising in respect of the information contained in this Presentation or in
any way for errors or omissions in it (including by reason of negligence).
Due Diligence
This Presentation does not contain or disclose all information that may be required to evaluate the Opportunity. This Presentation may also be
amended or supplemented at any time. If an offer of financial products of Promisia financial products is made in the future, prospective investors
should conduct their own investigations, verifications and assessment of the merits of the Opportunity, identify the information that they require,
request such information from
Promisia and engage their own professional advisers to advise them on it. This Presentation alone should not form
the basis for such an investment decision.
No Recommendation
This Presentation is not an investment recommendation or investment advice to make an investment in Promisia or in the industry sectors in
which Promisia operates.

3
Contents
Group portfolio and operations Slides 4 - 8
FY24 results and FY25 outlook Slides 9 - 12
Cromwell acquisition Slides 13 - 17
Capital raise and financial position Slides 18 - 25

4
Our Current Portfolio
Promisia Healthcare has a
portfolio of four aged care
facilities, specialising in high care
needs and specialised aged care.
Our group comprises more than
400 available beds and 44
independent living villas.
All facilities are fully owned by
Promisia.
Ranfurly Manor, Feilding
Beds161
Villas38
Staff131
SiteOwned
Nelson Street, Feilding
Beds49
Villas-
Staff38
SiteOwned
Eileen Mary, Dannevirke
Beds58
Villas6
Staff45
SiteOwned
Aldwins House, Christchurch
Beds144
Villas-
Staff84
SiteOwned

5
Ranfurly Manor, Feilding
Care Facility
•79 dual (rest home & hospital) care beds
•25 specialised dementia care beds
•87% occupancy
Village & Occupational Rights Agreements
•57 apartments, providing either assisted living or
full care
•38 villas
•Villas 100% occupied, 24 available apartments
Key Financials
•$10.5m gross annualised revenue
•$3.7m EBITDA (FY24)
•March 24 valuation of $30.7m (+16% vs Mar 23)
Key strategic objective / value opportunity
•Sell down of available apartments
•Increase care occupancy to >92%

6
Care Facility
•49 Rest home level care beds
•Significant refurbishment completed in 2017
•Figure of 8 formation with two central
courtyards
•Regional demand for dementia care coupled
with its location, size and layout, makes it ideal
to transition up to 50% of the beds to
dementia level care
Key Financials
•$2.6m gross annualised revenue
•$0.7m EBITDA (FY24)
•March 24 valuation of $4.15m (+19% vs Mar 23)
Key strategic objective
•Secure certification for 20+ rest home level
dementia care beds
•Increase and maintain occupancy above 92%
Nelson Street, Feilding

7
Aldwins House, Christchurch
Care Facility
•Large scale purpose-built two-story care facility
southeast of Christchurch CBD
•Extensive refurbishment completed in 2020
•144 dual care beds, most with ensuites
•Recent certification for up to 40 YPD residents
(young people with lifelong disabilities and longer
length of stay)
•115 residents (June 2024)
Key Financials
•c.$9.5m gross annualised revenue (at 115 residents)
•$1.4m EBITDA (FY24)
•March 24 valuation of $18.1m (+13% vs Mar 23)
Key strategic objective / value opportunity
•Niche YPD care offering is a key opportunity, with
significant demand for this type of care
•Increase occupancy to >135 residents (>94%)

8
Care Facility & Village
•39 dual care beds
•19 apartments (occupational rights
agreements) providing either rest home or
hospital level care
•6 Villas (all occupied)
Key Financials
•$3.6m gross annualised revenue
•$1.0m EBITDA (FY24)
•March 24 valuation of $6.5m
Key strategic objective
•Exit in the short term, recycling capital into
future acquisitions
Eileen Mary, Dannevirke

9
Results to 31 March 2024
A solid full year result, with particularly strong
second half performance.
Impact and momentum being created by the
new leadership team is evident, with
immediate focus on:
•Increasing occupancy, including strategic
care bed repurpose (Aldwins House and
Nelson Street)
•Successful sell down of ORAs
•Focus on improving the quality of care to
meet the needs of our clients
•Ensuring appropriate financial controls and
rigour
•Staff engagement, systems and training
Operating Revenue: $26.3m(+10%)
Operating Expenses:$18.9m(+7%)
Underlying EBITDAF: $3.8m(-7%)
NPAT: $1.6m(+136%)
Total Assets: $84.3m(+18%)
Debt: $29.2m(-6%)
NTA per share:0.126c(+37%)

10
Building a stronger foundation for growth
Stronger business
Invest in our business and our people, creating
a robust scalable platform for growth, with
strong leadership and governance
Network Expansion
Grow our network through strategically located
value-accretive acquisitions, brownfield and
greenfield developments
Diverse Revenue Streams
Increase the focus on independent living
options, broaden the range of services at each
facility and increase the number of higher
acuity beds
Maximise Occupancy
Grow revenue through offering quality care to
maximise occupancy at existing and future
facilities; and repurposing beds as needed to
meet market demand
Operational and financial performance a result of our laser focus on
our four strategic pathways:

11
Growth objectives and value opportunities
Aldwins House
•Obtain certification for 40 YPD
beds (completed)
•Increase YPD resident from 15 to
40 (underway)
•Maintain occupancy levels above
135 residents (>94%)
Capital recycling
•Prepare Eileen Mary for potential sale (complete)
•Recycle proceeds from disposals into growth and value
add opportunities (underway)
Nelson Street
•Certification for 20 dementia care
beds (underway)
•Conversion of wing into specialised
dementia unit (designs complete,
light capex required)
•Lift occupancy from 80% to >92%
Ranfurly Manor
•Widen offering for apartments to
include assisted living (complete)
•Targeted care suite and assisted
living marketing (underway)
•Sell down available apartments
Cromwell acquisition
•Secure financing for acquisition of Golden View and
Ripponburn care facilities (underway)
•Integrate Cromwell facilities into wider Promisia group
(resident and staff engagement underway)
•Realise operational efficiencies (pathway completed)
Organic growth
Capital recycling and acquisitions

12
Outlook for year ending March 2025
Expect double digit earnings growth from existing operations
Operational improvements already complete or underway can
expect a positive impact on valuations
Planned acquisitions to be both materially accretive to earnings
and NTA

13
Planned Acquisition Cromwell, Central Otago
$33m being paid for two villages and
facilities adjacent to each other in
Cromwell.
Golden View
Large scale retirement village established
in 2016, with integrated care facility built
in 2022.
Ripponburn
Older care facility with additional
bungalow style villas. Significant
development potential with 2.8 hectares
of land across the site.
Provides exposure to the growing large
population in the Central Otago region,
with lower land prices than Wanaka or
Queenstown and much better availability
to care staff.
Golden View Care Facility and Village
Ripponburn Hospital and Home

14
Golden View Care Facility
and Village, Cromwell
Care Facility & Village
•60 bed care facility, comprised of:
•48 dual care bed facility
•12 bed dementia level care wing
•19 serviced apartments
•102 independent living units (1- 3 bedroom villas)
•Community and recreational facilities
Occupancy
•Care facility: 97%
•Villas: 100%
Valuation (care facility and apartments)
•March 2024: $14m

15
Ripponburn Hospital and
Home, Cromwell
Care Facility & Village
•46 dual care beds
•16 villas, 2 bed units with garage
•27,935 sqm of land across the site, over 70% of
which has potential for future development
Occupancy
•Care facility: 96%
•Villas: 100%
Valuation
•March 2024: $5m

16
Cromwell Acquisition
Financial impact
Earnings accretive
•c. $10.5m of gross annualised
operating revenue
•Significant cost saving synergies
identified using Promisia’s scale and
established platform
•Acquisition in stages allowing
payment to be spread over time and
matches operational cash flows profile
Value creation
Day one valuation uplift:
•Stage one purchase price of $14m
•Combined asset valuation of $19m
•+0.02 cent (or +15%) uplift to March
2024 NTA per share

17
Transaction structure
and funding
Stage one
Acquisition of:
•Golden View care facility
•Golden View apartments
•Ripponburn facility and village
$14m purchase price with completion and settlement
August 2024
To be funded by way of:
•$7.5m of bank & debt financing
•$3.0m proceeds from asset sales
•$3.5m new equity to be raised
Golden View village leased over for 4-year period
•Vendor receives 40% of ORA net proceeds
•PHL receives 60% of ORA net proceeds
•No rent payable
Stage two
Acquisition of:
•Golden View village and recreational facilities
$19.35m purchase price, completion August 2028
To be funded by way of:
•$6m of convertible notes, issued August 2024
(0% coupon, $2.5m convertible at holder’s option into
shares at 0.1 cents by August 2025, $3.5m convertible at
holder’s option into shares at 0.1 cents by August 2028)
•$8.6m of cash (paying $180k monthly from August
2024 over 4 years, effectively a deposit on consideration)
•$4.7m cash payable August 2028

18
Equity to be raised
•Minimum of $3 million to be raised by way of placement and additional Share Purchase
Plan (SPP)
•Pricing $0.001
•Issue price at a 21% discount to NTA
•Shares to be in all respects equivalent to existing equity, and NZX listed
•For every share subscribed in addition will be attached 1 warrant which can be
exercised up to 24
th
March 2027 at $0.002
•An application will be made to the NZX to get the free attached warrant to be listed as
a separate security
•All Promisia Healthcare Board members to participate
•Discretion to accept $1 million in oversubscriptions
Legal and advisory costs for capital raise are estimated at $0.25m

19
Indicative impact on shareholder register
Top 5 shareholders
All other shareholders
New placement
Share purchase plan
Exercised warrants
Exercised convertible notes
Current Register
1
Post July 24 placement & SPP
2
Following exercise of warrants
and convertible notes
3,4
Key Assumptions:
1
As at 30 June 2024. Total issued capital of 21,516,308,487 ordinary shares.
2
New placement of 3,000,000,000 ordinary shares at $0.001 per share. Assumed uptake of SPP at 500,000,000 ordinary shares at $0.001 per share.
3
Based on assumed August 2024 placement and SPP issuance, 3,500,000,000 warrants to be issued. Graph assumes exercise of all warrants and issuance of
3,500,000,000 of ordinary shares at $0.002 per share.
3
As part of the Cromwell acquisition, $6m of convertible notes to be issued to vendor at option price of $0.001 per share. Graph assumes exercise of all notes and
issuance of 6,000,000,000 of ordinary shares at $0.001 per share.

20
Indicative Financial Position
As at March 2024 ($ ’000)
1
Assets
Cash and working capital517
Fixed assets (plant & equipment)1,269
Care facilities, villages & land59,825
61,611
Liabilities
Borrowings(29,155)
Revenue received in advance (2,288)
Other liabilities(3,037)
(34,480)
Net Tangible Assets27,131
Deferred tax liabilities
(2,251)
Net Assets / Shareholders Equity24,880
Pro forma position ($ ’000)
Post Cromwell acquisition (August 2024)
2
Assets
Cash and working capital250
Fixed assets (plant & equipment)2,250
Care facilities, villages & land72,325
74,825
Liabilities
Borrowings(33,250)
Revenue received in advance (2,250)
Other liabilities(3,000)
(38,500)
Net Tangible Assets36,325
Deferred tax liabilities
(2,251)
Net Assets / Shareholders Equity34,074
1
For a complete view of Promisia’s financial position, please refer to the March 2024
audited financial statement, announced to market on 26 June 2024.
2
Pro forma position is based on Promisia’s March 2024 audited financial statements
and the following key assumptions: the stage 1 Cromwell acquisition, $3.5m of
equity raised under the capital raise and net proceeds from asset sales used to
repay borrowings.

21
Debt Position and
Loan Covenants
BNZ have offered debt financing for Cromwell, as well
as refinancing of the wider Group.
This offer reflects our strong relationship with BNZ, and
the progress made in executing Promisia’s strategy
and delivering strong operational performance.
Cromwell
$7.5m secured BNZ term loan, conditional on:
•Successful capital raise
•Unconditional agreement for sale of Eileen Mary
Promisia Group
•Refinance of $6.5m Senior Trust loan
•Extension of $6.6m of existing facilities maturing in
October 2024
•Both on a 2-year term and at improved rates
March 2024
Post Cromwell
Transaction
BNZ$18.5m$29.3m
Senior Trust$6.5m-
Teltower$4.0m$4.0m
Total Group Debt$29.0m$33.3m
Villages and Facilities$59.8m$72.3m
LVR (%)
Group48%46%
BNZ31%40%
BNZ LVR covenant: BNZ drawn debt not to exceed 50% of
secured property value.

22
Promisia within the wider aged care sector
•Promisia’s key point of difference is our focus on larger sized aged care facilities, with a
medium to long term investment strategy, focusing on quality and value add
opportunities.
•Initially started with a small base, growing facilities with size and scale in care beds, with a
village component and/or greenfield development opportunities.
•Avoided consolidation and rollups, ensuring all acquisitions were prudent and long-term
investments.
•Our portfolio has the added advantage of being primarily provincially based, with lower
land values enabling a higher return on asset value.
•Investment strategy starting to show full potential. Significant value uplifts across Ranfurly
Manor and Aldwins House, with continued operational momentum to unlock further
value.

23
Proven track record of
creating value
Early 2020: Acquired lease of Aldwins House. Vacant
and undergoing significant refurbishment
December 2020: Refurbishment complete and first
wing opened
March 2022: Purchased freehold for $13m
March 2023: Acquired adjacent properties for growth
and development opportunities
October - March 2024: Development of YPD care
offering, diversifying revenue streams.
June 2024: Resident occupancy over 115 residents
Latest valuation (facilities & adjacent land): $18.1m
Aldwins House Case Study

24
Conclusion
Directors and Management team have shown an ability to materially add significant
shareholder value over the last 4 years, with Ranfurly Manor and Aldwins Road seeing
material valuation increases.
Cromwell is earnings accretive from day 1 and offers an attractive entry pricing into an
otherwise highly sought after, but expensive location of Central Otago.
Cromwell offers two sought after facilities that have strong customer demand and
availability of care staff.
Cromwell offers significant short term development potential at a time when further
development opportunities with Feilding and Aldwins Road are more long dated.
The Directors are all participating in the SPP.

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/PHL

Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Corporate Markets MUFG Corporate Markets
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries

+64 9 375 5998 | enquires@linkmarketservices.com


PROXY FORM/ADMISSION CARD PROMISIA HEALTHCARE LIMITED SPECIAL MEETING OF SHAREHOLDERS
The Special Meeting of shareholders of Promisia Healthcare Limited (the Company) will be held online at
www.virtualmeeting.co.nz/phlsm24, on Wednesday, 31 July 2024, commencing at 12pm. If you attend the Meeting online, you will
require your CSN/Holder Number for verification purposes.


Appointment of proxy
If you DO NOT propose to ATTEND the Special Meeting online, please complete and return this form (in accordance with the lodgement
instructions above) to be received by MUFG Corporate Markets (formerly Link Market Services) (the share registry), no later than 12pm,
on Monday, 29 July 2024. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkgroup.nz/voting/PHL or by scanning the QR code above with your smartphone. Your proxy need not be a
Shareholder of the Company. You may appoint the Chair of the Meeting as your proxy by entering “Chair of the Meeting” in the relevant
space on the reverse of this form.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each item of business.
If you return this form without directing the proxy how to vote on any particular matter the proxy may vote as he/she thinks fit or abstain
from voting (providing the proxy is eligible to vote on that matter). If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chair is deemed to be the proxy for the purpose of
that form, but only to vote to the extent of the voting instructions provided.
Voting Restrictions
Rivercrest Cromwell Limited and its Associated Persons (as defined in the NZX Listing Rules) are restricted from voting on Resolution 2
to any extent they hold Shares in Promisia.
Attending the Meeting
The Special Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/phlsm24. A corporation may
appoint a person to attend and vote online at the Meeting as its representative in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a
corporate shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal
of the corporate shareholder (if it has one).


CSN/Holder Number: ......................


*........................*

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Promisia Healthcare Limited:

hereby appoint _____________________________________________of________________________________________________
(Full Name) (E-mail address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (E-mail address)
As my/our proxy to vote for me/us on my/our behalf at the Special Meeting of the Company to be held online at 12pm on Wednesday, 31
July 2024 and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote
on your behalf and your votes will not be counted computing the required majority, for that item and to vote on any resolutions to amend
any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or any adjournment thereof).
Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit or may abstain from voting. The proxy is
appointed only in respect of the above meeting or any adjournment thereof.

To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
RESOLUTIONS

1.
That, under NZX Listing Rule 5.1.1(b), Promisia undertaking the acquisition of
Golden View and Ripponburn together with all related transactions as described in
this Notice, are approved.
   
2.
That, under NZX Listing Rule 4.2.1, the issue of 6 million Convertible Notes under
the Convertible Note Agreement and the issue of up to 6 billion Shares issued on
conversion of the Convertible Notes, on the terms as described in this Notice, is
approved.
   
3.
That, under NZX Listing Rule 4.2.1, the issue of up to 4 billion warrants under the
terms of Promisia’s capital raising and on the warrant terms of issue set out in this
Notice, is approved.
   

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special Meeting online at www.virtualmeeting.co.nz/phlsm24, will have the opportunity to ask questions
during the meeting. If you cannot attend online but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkgroup.nz/voting/PHL and completing the online validation process or complete the question section below and
return to MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 12pm, Monday, 29 July
2024. The Board will address and answer questions during the meeting.





STEP 4: SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3


or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name _______________________________________ Contact Daytime Telephone _______________________ Date ____________
Question:

CSN/Holder Number: .........................

*..........................*

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future
investor communications by email, please provide your email address below.

---

Corporate Action Notice
(Other than for a Distribution)
Updated January 2024
Page 1 of 2

Section 1: Issuer information (mandatory)
Name of issuer Promisia Healthcare Limited
Class of Financial Product Ordinary shares
NZX ticker code PHL
ISIN (If unknown, check on NZX
website)
NZPRPE0001S5
Name of Registry MUFG Pension & Market Services (formerly Link
Market Services)
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue X
Placement
Record date N/A
Ex Date (one business day before the
Record Date)
N/A
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
Y
Details of approvals required Shareholder approval
Section 3: Bonus issue
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Financial Products to be
issued
4,000,000,000
ISIN of security to be issued (if different
from Ordinary Shares)
N/A
Minimum entitlement Every subscriber for new ordinary shares issued
(together from the share purchase plan and
placement) will receive one warrant for every one
new ordinary share subscribed for. The warrants are
described below and entitle a holder, upon payment
of the exercise price of $0.002 to receive 1 new
ordinary share in PHL.

2 of 2
Entitlement ratio (for example 1 for 2) New 1 New Shares
subscribed for
under the
SPP offer or
placements
1
Treatment of fractions
**
Rounded down
Allotment date 5 August 2024
Total number of Financial Products of
the Class after the bonus issue
(excluding Treasury Stock)
4,000,000,000
Total number of Financial Products of
the Class held as Treasury Stock after
the bonus issue
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Rhonda Sherriff, Chair
Contact person for this announcement Francisco Rodriguez Ferrere, General Manager
Contact phone number 021 245 1801
Contact email address Francisco.rf@promisia.co.nz
Date of release through MAP 10 July 2024