Results of Special Meeting and Cromwell Conditions update

Market Announcement
31 July 2024

RESULTS OF SPECIAL MEETING OF SHAREHOLDERS AND CROMWELL ACQUISITIONS
CONDITIONS UPDATE

At Promisia Healthcare Limited’s (NZX:PHL) Special Shareholder Meeting, held today at 12pm,
shareholders were asked to vote on 3 resolutions, which were supported by the Board.
As required by NZX Listing Rule 6.1, voting was conducted by a poll.
The resolutions passed by shareholders were:
• 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.
• 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.
• 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.

The voting results are available below.
Cromwell acquisitions conditions
Following the Special Shareholders Meeting, we are pleased to announce the shareholder approval
conditions for the Cromwell acquisitions are now satisfied.
In addition, the finance conditions for the Cromwell acquisitions are now satisfied.
The acquisitions remain subject to statutory supervisor approval and no material adverse change
occurring in respect of the assets being acquired. We expect these conditions to be satisfied and
completion to occur in August 2024.
Voting results
Details of the total number of votes cast in person or by a proxy holder are:
Resolution For Against Abstain
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.
11,887,962,472
99.90%
11,809,000
0.10%
751,853

Resolution For Against Abstain
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.
11,886,455,741
99.90%
11,813,048
0.10%
2,254,536

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.
11,843,553,789
99.54%
54,715,000
0.46%
2,254,536

ENDS
Authority for this announcement:
Rhonda Sherriff, Chair, Promisia Healthcare Limited
For more information, please contact:
Francisco Rodriguez Ferrere, General Manager – Finance, Promisia Healthcare Limited
Phone: +64 21 245 1801 or email: Francisco.rf@promisia.co.nz
About Promisia Healthcare
Promisia is a New Zealand based aged care and retirement living provider, with a focus on delivering
quality personalised care. Our aim is to be the aged care provider of choice in our communities. Our
facilities are located in well-established and well serviced towns and metropolitan areas. Our goal is
to profitably grow our business in a sustainable manner, delivering quality care to our residents,
peace of mind to their families and whanau, and excellent value to our villages, community and
shareholders. Promisia is listed on the NZX (NZX: PHL). http://www.promisia.co.nz.