Annual Shareholders Meeting 2024

AGENDA

1. Chair’s Presentation

2. Shareholder Discussion

3. Resolutions

To consider, and if thought fit, pass the following Resolution:

Resolution 1: To record the re-appointment of William Buck
New Zealand as auditor of the Company and to authorise the
Directors to fix the auditor’s remuneration for the ensuing year.
Further information relating to the Resolution is set out in the
Explanatory Notes.
4. To consider any other ordinary business which may properly be
brought before the Meeting.

Promisia’s Board and management invite attendees to join them for
light refreshments at the end of the Meeting.
By Order of the Board of Directors
Rhonda Sherriff
Chair
26 July 2024


Notice is hereby given that the
2024 Annual Shareholders’
Meeting (Meeting) of Promisia
Healthcare Limited (Promisia or
the Company) will be held as
follows:
Date: Friday 30 August 2024
commencing at 2pm
Venue: Boardroom, Duncan Cotterill,
Level 5 Chartered Accountants
House, 50 Customhouse Quay,
Wellington | Te Whanganui-a-Tara
6011


The Board remains conscious of
managing costs for shareholders.
Therefore, the Meeting will be an in-
person only event with presentations
and voting results announced to NZX
on the day of the meeting.

NOTICE OF 2024 ANNUAL
SHAREHOLDERS’ MEETING

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. The resolution
is an Ordinary Resolution and requires approval by a simple majority (greater than 50%) of the votes
of those shareholders entitled to vote and voting on the resolution.
Resolution 1: Auditors’ Remuneration
The Companies Act 1993 requires the Company to appoint an auditor and provides that the fees and
expenses of an auditor appointed at an annual meeting can be fixed in the manner determined at
that meeting. Section 207S of the Companies Act 1993 provides that the remuneration of the
auditor is to be fixed in such a manner as the Company determines at the meeting. The Board
proposes that, consistent with commercial practice, the auditor’s remuneration should be fixed by
the Directors.
The resolution authorises the Board to fix the remuneration of William Buck Audit (NZ) Limited as
the Company’s auditor.

IMPORTANT INFORMATION
VOTING
The only persons entitled to vote at the Meeting are registered shareholders (or their proxies or
representatives) as at 2pm on Wednesday 28 August 2024. Only the shares registered in those
shareholders’ names at that time may be voted at the Meeting. Voting can be done in two ways: By
attending the Meeting and submitting your vote; or by appointing a proxy to vote on your behalf at the
Meeting.
There are no voting restrictions applicable to the resolutions being presented to the meeting.
PROXIES, CORPORATE REPRESENTATIVES AND POWER OF ATTORNEY
Any shareholder may appoint another person or persons as proxy to attend, and vote on his, her or its
behalf at the Meeting. If a shareholder wishes to appoint a proxy to attend and vote in their place, that
shareholder should complete the proxy form which is enclosed with this Notice of Meeting or follow the
instructions on the proxy form to lodge a proxy online. Either of the joint holders of a share may sign the
proxy form. A proxy does not have to be a shareholder in the Company.
The Chair and the Directors offer themselves as proxy to shareholders and, if given discretion, will vote
in favour of the resolution.
A corporation that is a shareholder may appoint a representative to attend the Meeting on its behalf in
the same manner as it could appoint a proxy. Corporate representatives should bring along to the
Meeting evidence of their authority to act for the relevant corporation. Any person representing a
shareholder(s) by virtue of a power of attorney must bring evidence of their authority to vote on behalf
of the shareholder(s) and power of attorney.

Proxy forms must be received by MUFG Corporate Markets no later than 2pm on Wednesday, 28 August
2024. Proxy forms can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Email to meetings@linkmarketservices.com
• Lodged online using the method outlined below.

ONLINE PROXY VOTING
Shareholders may elect to lodge their proxy appointment online. You will need to go to the website of
Promisia’s share registry, MUFG Corporate Markets https://investorcentre.linkgroup.nz/voting/PHL. You
will be required to enter your CSN/Holder number and FIN and follow the instructions from there.
ANNUAL MEETING PRESENTATIONS AND FY24 ANNUAL REPORT
The Meeting presentations and voting results will be released to the NZX and published on the
Company’s website at http://www.promisia.co.nz/investor-centre/#investor-news. A copy of Promisia’s
latest Annual Report is available publicly, and copies of future shareholder reports to shareholders, will
be available on the Company’s website at http://www.promisia.co.nz/investor-centre/#reports-&-
results. You may, at any time, request a free copy of the most recent and future Annual Reports.
You can update your communication preferences by visiting the MUFG Corporate Markets Investor
Centre at www.linkmarketservices.co.nz or email to operations@linkmarketservices.co.nz (Please use
“PHL Report” as the subject line for easy identification).

---

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 Pension & Market Services 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 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of shareholders of Promisia Healthcare Limited (the Company) will be a physical only meeting and will be held at
the Boardroom, Duncan Cotterill, Level 5 Chartered Accountants House, 50 Customhouse Quay, Wellington, Te Whanganui-a-Tara on
Friday, 30 August 2024, commencing at 2pm.

Appointment of proxy
If you DO NOT propose to ATTEND the Annual Meeting 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 2pm,
on Wednesday, 28 August 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.

There are no voting restrictions applicable to the resolutions below.

Attending the Meeting
If you propose to attend the Annual Meeting please bring this Proxy Form intact to the meeting, the barcode is required for registration
at the meeting. A corporation may appoint a person to attend and vote 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).

Go online to investorcentre.linkgroup.nz/voting/phl to appoint and give directions to your proxy or turn over to complete the
form.

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) (Address)

Or failing him/her____________________________________________of________________________________________________
(Full Name) (Address)
As my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 2pm on Friday, 30 August 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 on a show of hands or a poll 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 resolution:

Tick (✓) in box to vote

For Against Abstain Discretion
RESOLUTIONS

1.
To record the re-appointment of William Buck New Zealand as auditor of the
Company and to authorise the Directors to fix the auditor’s remuneration for the
ensuing year.
   

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend 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 2pm, Wednesday, 28 August 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 ____________
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.
Question: