Promisia Healthcare Limited/Announcement

Notice of Shareholders Meeting and Warrant Holders Meeting

AGM11 September 2024PHLHealthcare

View on NZX PDF 1 PDF 2 PDF 3 PDF 4 PDF 5 PDF 6 PDF 7

AGENDA

1. Introduction and Background

2. Warrant Holder Discussion

3. Special Resolution

To consider, and if thought fit, pass the following special
resolution:

Resolution 1: To vary the exercise price of all Warrants on issue
from $0.002 per Warrant to $0.001 per Warrant on the terms
set out in this Notice of Meeting.
Further information relating to the Resolution is set out in the
Explanatory Notes below.
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
11 September 2024

Notice is hereby given that the
special meeting (Meeting) of an
interest group, being persons who
hold quoted warrants in Promisia
Healthcare Limited (Promisia or
the Company) with the ticker
code “PHLWA” (Warrants and
Warrant Holders, respectively)
will be held as follows:
Date: Wednesday, 25 September
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 Warrant Holders.
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 SPECIAL
WARRANT HOLDERS’ MEETING

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IMPORTANT INFORMATION
VOTING
Resolution 1 is a special resolution which requires the approval by a majority of 75% of the votes of those
Warrant Holders entitled to vote and voting on the resolution.
The only persons entitled to vote at the Meeting are registered Warrant Holders (or their proxies or
representatives) as at 2pm on Monday 23 September 2024. Only the Warrants registered in those Warrant
Holders’ names at that time may vote 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 resolution being presented at the meeting.
PROXIES, CORPORATE REPRESENTATIVES AND POWER OF ATTORNEY
Any Warrant Holder may appoint another person or persons as a proxy to attend, and vote on his, her or its behalf
at the Meeting. If a Warrant Holder wishes to appoint a proxy to attend and vote in their place, that Warrant
Holder should complete the proxy form which is enclosed with this notice of meeting (Notice) or follow the
instructions on the proxy form to lodge a proxy online. Either of the joint holders of a Warrant may sign the proxy
form. A proxy does not have to be a Warrant Holder.
The Chair and the Directors offer themselves as proxy to Warrant Holders and, if given discretion, will vote in
favour of the resolution.
A corporation that is a Warrant Holder 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 to the Meeting evidence of their
authority to act for the relevant corporation. Any person representing a Warrant Holder(s) by virtue of a power of
attorney must bring evidence of their authority to vote on behalf of the Warrant Holder(s) and power of attorney.
Proxy forms must be received by MUFG Corporate Markets no later than 2pm on Monday, 23 September 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.

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 (formerly Link Market Services) at
https://investorcentre.linkgroup.nz/voting/PHL. You will be required to enter your CSN/Holder number and FIN
and follow the instructions from there.
The completed proxy form must be received by MUFG Corporate Markets no later than 48 hours before the
Meeting, being 2pm on Monday, 23 September 2024. Online proxy appointments must also be completed by this
time.
LIMITED DISCLOSURE DOCUMENT
Under the Financial Markets Conduct Act 2013 (FMCA), a variation to the terms of an existing financial product
represents a new offer of financial products which would otherwise require a full product disclosure statement to
be prepared. Promisia seeks to rely on the “variations exclusion” contained in Schedule 1, clause 24 to the FMCA in
this respect.
As a condition of relying upon this exclusion, Promisia must provide a Limited Disclosure Document to Warrant
Holders. The Limited Disclosure Document must contain information relating to the terms of the proposed
variation, the purpose and effect of the proposed variation, the steps necessary to bring the proposed variation

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into effect, and particulars of any other matters relating to the proposed variation that are material information.
The Limited Disclosure Document has been included as an Appendix to this Notice.
SHARE AND WARRANT CONSOLIDATION
As previously announced to the market, the Board has resolved to consolidate Promisia’s Shares and Warrants
with effect from market open on 27 September 2024. The timetable below provides the key dates of the Share
and Warrant consolidation should shareholders and Warrant Holders approve all resolutions presented at the
Annual Shareholders’ Meeting and Warrant Holders’ meeting respectively, and the exercise price of the
Warrants is varied from $0.002 per Warrant to $0.001 per Warrant.
Under the consolidations and subject to rounding:
• every 500 Shares in Promisia will become one (1) Share in Promisia; and
• every 500 Warrants in Promisia will become one (1) Warrant in Promisia. The exercise price of the
Warrants will also proportionately consolidate from $0.001 per Warrant (subject to shareholder and
Warrant Holder approval) to $0.50 per Warrant.
The table below summarises the effect of the consolidations on a hypothetical shareholder who holds 1 million
Shares and 3 million Warrants in Promisia, on the assumption that Resolutions 3 and 4 have been passed by
shareholders:
Pre-Consolidation Post-Consolidation
Shareholding 1,000,000 2,000
Warrant holding 3,000,000 6,000
Warrant exercise price $0.001 per Warrant $0.50 per Warrant
Amount to pay to exercise 100% of
Warrant holding
$3,000 $3,000

SPECIAL 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
publicly available. 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 Investor Centre at
www.linkmarketservices.co.nz or emailing operations@linkmarketservices.co.nz (Please use “PHL Report” as the
subject line for easy identification).
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.
25 Sept 24 Annual Shareholder Meeting and Special Warrant Holder Meeting
25 Sept 24 Consolidation Ex Date (Trading Halt)
26 Sept 24 9.45 billion Warrants issued to participants of SPP and Placement under
Resolution 4
26 Sept 24 (5:30pm) Record Date for consolidations (Trading Halt)
27 Sept 24 Consolidation implementation date (Trading resumes)

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EXPLANATORY NOTES
Capitalised terms that have not been defined in this Notice have the same meaning as in the NZX Listing Rules
(Listing Rules).
Resolution 1: Approval of the variation to the Warrant exercise price
Background
In July 2024, Promisia undertook a capital raise to raise funds to finance the acquisition of Golden View Lifestyle
Village and Ripponburn Home and Hospital (Capital Raise). The Capital Raise consisted of a combination of
placements (Placement) and a share purchase plan to all existing shareholders (SPP) at an offer price of $0.001 per
share in Promisia (Share), raising a total of $4.725 million. For every one Share allotted under the Capital Raise,
one Warrant was allotted for no additional consideration.
On 5 August 2024, 4 billion Shares and 4 billion Warrants were allotted to participants of the Capital Raise. The
remaining $725,000 of Shares and Warrants were allotted on 30 August 2024 when further placement capacity
under Listing Rule 4.5.1 was available to the Company. A total of 4.725 billion Warrants are currently on issue.
The Warrants are transferrable and are quoted on the NZX Main Board under the ticker code “PHLWA”. Each
Warrant gives the Warrant holder the right, but not the obligation, to subscribe for one additional Share at any
time before the expiry date for an exercise price of $0.002 per Warrant. The key terms of the Warrants are
currently as follows:
Exercise Price $0.002 per Warrant
Exercise Period At any time before the Expiry Date
Expiry Date 24 March 2027
Shares issued upon the exercise of the Warrants will be of the same class and rank equally with all other
existing Shares quoted on the NZX Main Board.
As previously announced to the market, the Company entered into an agreement on 30 July 2024 to make a $3
million placement to Asset Management Limited (AML) as part of the Capital Raise (AML Agreement). Under the
AML Agreement, Promisia agreed to, subject to all necessary approvals, vary the exercise price of all Warrants
issued by the Company, from $0.002 per Warrant to $0.001 per Warrant.
If the resolution is passed, the exercise price of all Warrants on issue will be reduced from $0.002 per Warrant to
$0.001 per Warrant. All other Warrant terms will remain the same.
The Board considers that the new exercise price to be in the best interests of the Company and fair to all Warrant
Holders and shareholders on the basis that agreeing to make this variation secured the Company capital to
complete the acquisitions which are value accretive to the Company. In addition, if the Warrants are exercised,
further new capital will be introduced to the Company to apply to its growth strategy.
Implications of Resolution 1 Not Proceeding
Should Resolution 1 not be passed by Warrant Holders, Promisia will not be able vary the exercise price as agreed
under the AML Agreement, and the exercise price will remain at $0.002 per Warrant for all Warrant Holders. As
such, AML will have the ability to terminate the AML Agreement upon giving notice to Promisia. Upon termination,
Promisia must:
• acquire back from AML or arrange a third party to acquire, all Shares and Warrants allotted to AML under
the AML Agreement;
• refund to AML all amounts received from AML under the AML Agreement; and

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• pay AML the default interest rate of 20% per annum on the $3 million investment amount until repaid in
full.
Shareholder Approval
The variation to the Warrants is also subject to shareholder approval. The shareholders will consider a resolution
to vary the Warrants at the Company’s annual shareholders meeting which will be held immediately following this
Meeting. The variation must be approved by both shareholders and Warrant Holders in order to take effect.
If approved by both shareholders and Warrant Holders, the variation will take effect from the close of the annual
shareholders meeting.

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APPENDIX – LIMITED DISCLOSURE DOCUMENT
Limited Disclosure Document
This Limited Disclosure Document (LDD) is prepared in accordance with the requirements of clause 24 of
Schedule 1 to the Financial Markets Conduct Act 2013 (FMCA). This LDD relates to the proposed variation of the
terms of the single class of warrants currently on issue in Promisia (Warrant). Each Warrant in Promisia
Healthcare Limited (Promisia or the Company) provides the holder of the Warrant (Warrant Holder) the ability
to exercise one Warrant to receive one new share in Promisia (Share) upon paying the exercise price at any time
prior to the expiry date. New Shares issued upon exercise of the Warrants will be of the same class as all existing
Shares in Promisia quoted on the NZX Main Board. This LDD is prepared as at, and dated, 11 September 2024.
Continuous Disclosure
Promisia is subject to continuous disclosure obligations that requires it to notify certain material information to
the NZX for the purpose of that information being made available to the market. Market releases by Promisia,
including its most recent annual report (for the year ending 31 March 2024) and financial statements, are
available at www.nzx.com under ticker code “PHL”. Announcements directly relevant to the Warrants can be
viewed under the ticker code “PHLWA”.
Important Document
This LDD is an important document and should be read carefully. If you do not understand this LDD or are in any
doubt as to how to deal with it, you should contact a Market Participant, your stockbroker, solicitor, accountant,
financial adviser or other professional adviser immediately.
No Guarantees
Nothing contained in this LDD should be construed as a promise of profitability or of investment returns in
respect of Promisia. No person named in this LDD (including Promisia or any of its directors, officers, employees
or any other person) gives any guarantee or promise as to the future performance of Promisia or the future
value of the Share price in New Zealand or the return of capital or payment of any distributions in relation to the
Shares and Warrants.
LDD does not constitute recommendation
The information in this LDD does not constitute financial product advice or a recommendation to buy or sell
Shares or Warrants. This LDD has been prepared without taking into account the investment objectives,
financial, or taxation situation or particular needs of any particular Security Holder.
Defined Terms
Capitalised terms not defined in this LDD have the same meaning as in the NZX Listing Rules (Listing Rules).
Governing Law
This LDD is governed by the laws of New Zealand. Each Warrant Holder submits to the exclusive jurisdiction of
the Courts of New Zealand.
Further Information
Further background and historical information in connection with Promisia can be found at
http://www.promisia.co.nz/investor-centre/#investor-news.
Key Terms of the Warrants
Each Warrant entitles the Warrant Holder to subscribe for one Share in the Company on the following terms:

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Exercise Price $0.002 per Warrant
Expiry Date 24 March 2027
Exercise Period At any time before the Expiry Date
Transferable Yes
Quoted on the NZX Main Board ticker code “PHLWA”
Ranking on Exercise Pari passu with ordinary Shares quoted on the NZX Main Board.
Proposed Variation
If the resolution is passed by Warrant Holders, the Exercise Price of all Warrants on issue will be varied from
$0.002 per Warrant to $0.001 per Warrant. All other Warrant terms will remain the same. The full amended
Warrant terms have been attached with this LDD.
The new exercise price, if approved by Warrant Holders, will take effect from the close of the annual shareholders’
meeting of the Company scheduled for 25 September 2024.
Purpose and Effect of the Proposed Variation
As previously announced to the market, the Company entered into an agreement with Asset Management Limited
(AML) on 30 July 2024 to make a $3 million placement to AML as part of its July 2024 capital raise. Under the
agreement, Promisia agreed to, subject to all necessary approvals, vary the exercise price of all Warrants issued by
the Company, from $0.002 to $0.001. This will mean that all Warrant Holders would only need to pay an exercise
price of $0.001 per Warrant to receive one Share in Promisia.
Steps Necessary to Bring the Proposed Variation into Effect
Listing Rule 6.7.1 provides that Promisia must comply with sections 116 and 117 of the Companies Act 1993 as
modified, to the effect that the Company must not take any action that affects the rights, privileges, limitations
and conditions attached to the Warrants unless that action has been approved by a special resolution of each
“interest group”, being approval by a majority of 75% of the Warrant Holders entitled to vote.
The Company will seek approval by way of a special meeting of Warrant Holders scheduled for 25 September 2024.
This LDD will accompany the notice of meeting.
Should the special resolution of Warrant Holders pass, the Company will then seek approval of the variation of the
Warrant terms by way of an ordinary resolution of shareholders at the Company’s annual shareholders meeting
scheduled for 25 September 2024. The approval of shareholders is sought given shareholders approved the issue
of 4 billion Warrants on the current terms on 31 July 2024. As the Company secured investment on different terms
after that notice of meeting had been sent to shareholders, the Board has considered, as a matter of good
governance, to seek an updated shareholder approval to reflect this variation.
The variation to the Warrants will only take effect if it is approved by both shareholders and Warrant Holders.
Particulars of Any Other Matters Relating to the Proposed Variation that are Material Information
The Company does not consider there to be any further matters relating to the variation of the Warrant Terms
that is Material Information for the purposes of the FMCA and Listing Rules.

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Appendix: Warrant Terms of Issue (VARIED)

1. Defined Terms
In these terms of issue, defined terms have the following
meanings:
Business Day means a day (other than a Saturday or
Sunday) on which retail banks are open for the
transaction of normal business in Wellington, New
Zealand.
Board means the board of directors of the Company.
Company means Promisia Healthcare Limited.
Exchange means the NZX Main Board Market operated
by NZX.
Exercise Price means $0.001.
Holder means a holder of Warrants.
Listing Rules means the NZX listing rules of the
Exchange.
NZX means NZX Limited.
Share means a fully paid ordinary share in the Company
ranking equally in all respects with all other ordinary
shares on issue in the Company.
Warrants means Warrants issued by the Company on
these terms of issue.
2. Supremacy of Listing Rules
Where:
(a) any provision of these terms of issue conflict with
the Listing Rules; or
(b) the Listing Rules provide a benefit or obligation to
a Holder or the Company,
these terms shall be deemed modified as reasonably
necessary to allow the Company and the Holder to, in
either case, comply with the Listing Rules and have the
benefits and obligations of the Listing Rules as they
directly relate to the Warrants.
3. Subscription Entitlement
Each Warrant entitles the Holder to subscribe for and be
allotted one Share.
4. Exercise Period
Warrants may be exercised by a Holder at any time
before the expiry date of the Warrants, being 24 March
2027 (the Exercise Period).
Any Warrants that are not exercised when the Exercise
Period ends will lapse and be of no further effect. The
Board of the Company may extend the Exercise Period by
written resolution and make an announcement to NZX
regarding that extension for it to become effective.
5. No Capital Rights
The Warrants do not confer on a Holder any entitlement to
participate in any issue of equity capital, receive
distributions or vote at a meeting of shareholders of or in
the Company.
6. Exercise of Warrants
To exercise Warrants a Holder must send or deliver to the
Company:
(a) a notice specifying the number of Warrants it seeks
to exercise; and
(b) payment of an amount equal to the Exercise Price
multiplied by the number of Warrants being
exercised.
7. Allotment of Shares
The Company shall within ten (10) Business Days after
receipt of an exercise notice under clause 6 above (and
subject to payment being received in cleared funds) allot
one Share in respect of each Warrant exercised and
procure that the share registrar of the Company, enters the
Holder’s name in Company’s securities registers as the
holder of those Shares.
8. Transfer
The Warrants are transferable. Private transfers may be
completed by a Holder executing an instrument of transfer.
The Company will apply to the Exchange for quotation of
the Warrants enabling the Warrants to be transferred
through any approved trading system of the Exchange.
9. Subdivision or Consolidation Adjustment
If there is a consolidation or subdivision of the Shares or
similar proportionate reconstruction of the Shares, the
number of Shares over which a Warrant is exercisable will
be consolidated or subdivided in the same ratio and the
relevant Exercise Price amended in inverse proportion to
that ratio.

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1

11 September 2024
Dear Shareholder,
Please find enclosed notice (Notice) of Promisia Healthcare Limited’s (Promisia or the Company) annual
shareholders’ meeting (Meeting) which will be held in person at Duncan Cotterill, Level 5 Chartered
Accountants House, 50 Customhouse Quay, Wellington on Wednesday, 25 September 2024 commencing at
2pm.
Background
AML Agreement
In July 2024, Promisia successfully completed a capital raise raising a total of $4.725 million (Capital Raise). The
proceeds were primarily used to fund the acquisition of Golden View Lifestyle Village and Ripponburn Home
and Hospital in Cromwell on 30 August 2024. The Capital Raise consisted of a combination of placements
(Placement) and a share purchase plan (SPP) to all existing shareholders at an offer price of $0.001 per share
in Promisia (Share). In addition, Promisia offered one warrant in Promisia (Warrant) for every Share acquired
under the Capital Raise for no additional consideration. Each Warrant gives the Warrant holder the right, but
not the obligation, to subscribe for one Share at any time before 24 March 2027 for an exercise price of $0.002
per Warrant.
The Warrants are transferable and are quoted on the NZX Main Board under the ticker code “PHLWA”.
Shareholders approved the issue of 4 billion Warrants on the above terms on 31 July 2024, however, as
announced to the market on 30 July 2024, Promisia entered into an agreement to make a placement to Asset
Management Limited (AML) for $3 million under the Capital Raise. As part of that agreement Promisia agreed
to:
1. seek shareholder and warrant holder approval to vary the exercise price of the Warrants issued under
the Capital Raise from $0.002 to $0.001 per Warrant; and
2. seek shareholder approval to issue additional Warrants to participants of the Capital Raise so that
every subscriber who was allotted Shares and Warrants under the Capital Raise receives an additional
two (2) Warrants for every one (1) Share allotted.
As the AML negotiations concluded too late to amend the resolutions put to shareholders on 31 July 2024
(without deferring the meeting and Completion of the acquisitions in Cromwell), Promisia seeks to obtain
shareholder approvals now after the Capital Raise in the above two respects for all investors that participated
in the Capital Raise.
In addition, Promisia also seeks to ratify Shares issued under the Placement component of the Capital Raise to
provide the Company with flexibility to fund future growth in the Company.
Board Composition
Promisia has also announced the retirement of Jill Hatchwell as a Director of the Company, effective from the
close of the Meeting. The Board expresses its gratitude to Jill for her contribution to the Company over what
has been a transformational period for Promisia.
The Board, after taking into account desirable skills and expertise to assist Promisia in having a well-balanced
and effective Board, appointed Tony Mortensen as an independent director of Promisia on 2 September 2024.
In accordance with the Listing Rules, Tony offers himself for re-election by shareholders at this Meeting.
Further information on Tony can be found in the explanatory notes in the Notice.

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Share and Warrant Consolidation
As previously announced to the market, the Board has resolved to consolidate Promisia’s Shares and Warrants
with effect from market open on 27 September 2024. The timetable below provides the proposed key dates of
the Share and Warrant consolidation should shareholders and Warrant holders approve all resolutions
presented at this Meeting and the Warrant holders’ meeting respectively, and the exercise price of the
Warrants is varied from $0.002 per Warrant to $0.001 per Warrant.
Under the consolidations and subject to rounding:
• every 500 Shares in Promisia will become one (1) Share in Promisia; and
• every 500 Warrants in Promisia will become one (1) Warrant in Promisia. The exercise price of the
Warrants will also proportionately consolidate from $0.001 per Warrant (subject to shareholder and
Warrant holder approval) to $0.50 per Warrant.
The table below summarises the effect of the consolidations on a hypothetical shareholder who holds 1 million
Shares and 3 million Warrants in Promisia, on the assumption that Resolutions 3 and 4 have been passed by
shareholders:
Pre-Consolidation Post-Consolidation
Shareholding 1,000,000 2,000
Warrant holding 3,000,000 6,000
Warrant exercise price $0.001 per Warrant $0.50 per Warrant
Amount to pay to exercise 100% of
Warrant holding
$3,000 $3,000
Board recommendation
The Board considers that the resolutions to be passed at the Meeting are all in the best interests of Promisia
and its shareholders and recommends that shareholders vote in favour of the resolutions.
The Board encourages you to read this Notice and to exercise your right to vote. The enclosed proxy form has
detailed instructions on how you may lodge your vote or appoint a proxy to vote on your behalf if you are
unable to attend the Meeting. 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
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
Date Event
25 Sept 24 Consolidation Ex Date (Trading Halt)
25 Sept 24 Annual Shareholder Meeting and Special Warrant Holder Meeting (Meetings)
25 Sept 24 Implementation of new exercise price of Warrants under Resolution 3 post Meetings
26 Sept 24 9.45 billion Warrants issued to participants of SPP and Placement under Resolution 4
26 Sept 24
(5:30pm)
Record Date for consolidations (Trading Halt)
27 Sept 24 Consolidation implementation date (Trading resumes)

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NOTICE OF 2024 ANNUAL
SHAREHOLDERS’ MEETING

AGENDA
1. Chair’s Introduction

2. Presentation to Shareholders

3. Shareholder Discussion

4. Resolutions

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

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.
Resolution 2: To appoint Tony Mortensen as an independent
director of the Company with effect from the close of the Meeting.
Resolution 3: To approve a variation to the exercise price of
Warrants from $0.002 per Warrant to $0.001 per Warrant on the
basis described in the explanatory notes.
Resolution 4: To issue a further 9.45 billion Warrants to all
investors of the Capital Raise so that each Investor will have
received a total of three Warrants for every one share subscribed
for and on the basis described in the explanatory notes.
Resolution 5: To ratify 4,130,862,510 Shares and 725,000,000
Warrants issued under NZX Listing Rule 4.5.1 on the basis
described in the explanatory notes.
Further information relating to each Resolution is set out in the
explanatory notes.
5. To consider any other business which may properly be brought
before the Meeting.

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: Wednesday, 25 September
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.

4

IMPORTANT INFORMATION
Capitalised terms that have not been defined in this notice of meeting (Notice) have the same meaning as in
the NZX Listing Rules (Listing Rules).
VOTING
All resolutions are Ordinary Resolutions which require approval by a simple majority (greater than 50%) of the
votes of those shareholders entitled to vote and voting on the resolutions.
The only persons entitled to vote at the Meeting are registered shareholders (or their proxies or representatives)
as at 2pm on Monday, 23 September 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.
VOTING RESTRICTIONS
The following people are restricted from voting on the following resolutions:
• Resolution 4: Any shareholder, and their respective Associated Persons who participated and acquired Shares
under the Placement and SPP allotted on 5 August 2024, are prohibited from voting on Resolution 4. This
includes AML and Craig Percy (a director of Promisia) and their respective Associated Persons.

• Resolution 5: Any shareholder, and their respective Associated Persons who participated and acquired Shares
under the Placement component of the Capital Raise allotted on 5 August 2024, are prohibited from voting
on Resolution 5. This includes AML and Craig Percy (a director of Promisia) and their Associated Persons.
CONDITIONALITY OF RESOLUTIONS 3 AND 4
Resolution 3 and Resolution 4 are cross conditional. In particular, both resolutions must be passed by shareholders
for either resolution to have any effect.
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 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 persons restricted from voting as outlined in the Voting Restrictions section above are disqualified from acting
as a discretionary proxy. Discretionary proxies given to persons restricted from voting will be invalid and ineligible
to vote on motions from the floor.
The Chair (Rhonda Sherriff) and the Directors offer themselves as proxy to shareholders and, if given discretion,
will vote in favour of the resolution(s), to the extent that they are not restricted from voting on said resolution(s).
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 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.
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:

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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

By email: meetings@linkmarketservices.com (please put the words “PHL Proxy Form” in the subject line
for easy identification)
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 (formerly Link Market Services) at
https://investorcentre.linkgroup.nz/voting/PHL. You will be required to enter your CSN/Holder number and FIN
and follow the instructions from there.
The completed proxy form must be received by MUFG Corporate Markets no later than 48 hours before the
Meeting, being 2pm on Monday, 23 September 2024. Online proxy appointments must also be completed by this
time.
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
publicly available, 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 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).
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.
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.

6

EXPLANATORY NOTES
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.
Resolution 2: Appoint of Tony Mortensen as an independent director
Nomination: Board
Board Role: Independent Director and Chair of Risk, Audit and Assurance Committee
Tony was appointed by the board as an independent director on 2 September 2024. Tony offers himself for
election in accordance with Listing Rule 2.7.1.
Tony brings to the board over 20 years of leadership experience across a wide range of sectors, but most
recently within the building and construction industry. He started his career as an accountant with KPMG and
later moved into financial management roles before taking on director and general management positions.
Tony holds a Bachelor of Commerce with Honors, a 1st class Master of Commerce (in accounting) and is a
Qualified Statutory Accountant, holding a full CPA designation. He has served on several boards over the past
ten years, holding such positions as President, Chair and Chair of the Finance, Audit and Risk Committee.
The Board considers that Tony Mortensen will be an Independent Director.
Resolution 3: Approval of the variation to the Warrant exercise price
Background
In July 2024, Promisia undertook the Capital Raise to finance the acquisition of Golden View Lifestyle Village and
Ripponburn Home and Hospital. The Capital Raise consisted of a combination of Placements and SPP to all existing
shareholders. An offer price of $0.001 per Share in Promisia applied under the Capital Raise and for every one
Share allotted under the Capital Raise, one Warrant was allotted for no additional consideration. A total of $4.725
million was raised under the Capital Raise.
On 5 August 2024, $4 million of the Capital Raise was allotted. The remaining $725,000 was allotted on 30
August 2024 when further placement capacity under Listing Rule 4.5.1 was available to the Company.
The Warrants are transferrable and are quoted on the NZX Main Board under the ticker code “PHLWA”. Each
Warrant gives the Warrant holder the right, but not the obligation, pay an exercise price of $0.002 per Warrant
to receive one new Share at any time before the expiry date of 24 March 2024. Shares issued upon the
exercise of the Warrants will be of the same class and rank equally with all other existing Shares quoted on the
NZX Main Board.
On 30 July 2024, AML and Promisia entered an agreement in connection with AML’s $3 million investment in the
Capital Raise (AML Agreement). As part of the AML Agreement, Promisia agreed to, subject to obtaining all
necessary approvals, vary the exercise price of all Warrants issued by the Company under the Capital Raise, from
$0.002 per Warrant to $0.001 per Warrant.

7

If Resolution 3 is passed, the exercise price of all Warrants on issue will be reduced from $0.002 per Warrant to
$0.001 per Warrant with effect from the close of this Meeting. All other Warrant terms will remain the same. If
Resolution 4 is also passed, a further 9.45 billion Warrants will be issued on these varied terms.
The Board considers the Warrant variation to be in the best interests of the Company and fair to all shareholders
on the following grounds:
• the AML Agreement secured the new capital that Promisia required to acquire Golden View Lifestyle
Village and Ripponburn Home and Hospital on 30 August 2024. The Board considers that these
acquisitions are value accretive to Promisia;
• the variation to the Warrant exercise price and the issue of two additional Warrants for every Share
subscribed for under the Capital Raise were requirements for AML to make its investment;
• Promisia will treat all investors in the Capital Raise equally and they will all get the benefit of those
changes if they are approved;
• all shareholders had the opportunity to participate in the Capital Raise through the SPP component of it;
• AML and other investors in the Capital Riase share the Board’s aspiration for Promisia to grow its
business. Completing the Capital Raise broadened Promisia’s shareholder base and should assist Promisia
in accessing new capital where that may be necessary in the future;
• the Warrants will, if exercised, introduce new capital to Promisia which counters the dilution (in economic
terms) of new Shares being issued upon Warrant exercise; and
• $0.001 represents the prevailing pre-consolidation market price for a Share.
NZX Listing Rule Requirements
Listing Rule 6.7.1 provides that Promisia must comply with sections 116 and 117 of the Companies Act 1993 as
modified, to the effect that the Company must not take action that affects the rights, privileges, limitations and
conditions attached to the Warrants unless that action has been approved by a special resolution of Warrant
holders. Promisia has sought the approval from Warrant holders by way of a special meeting of Warrant holders
on 25 September 2024. As the Company obtained shareholder approval to issue the 4 million Warrants under the
Capital Raise on 31 July 2024 under Listing Rule 4.2.1, the Board considers it appropriate to put this variation to
shareholders under Listing Rule 4.2.1.
Implications of Resolution 3 Not Proceeding
Should Resolution 3 not be passed by shareholders, Promisia will not be able vary the exercise price as agreed
under the AML Agreement, and the exercise price will remain at $0.002 per Warrant for all Warrant holders. As
such, AML will have the ability to terminate the AML Agreement upon giving notice to Promisia. Upon termination,
Promisia must:
• acquire back from AML or arrange a third party to acquire, all Shares and Warrants allotted to AML under
the AML Agreement;
• refund to AML all amounts received from AML under the AML Agreement; and
• pay AML the default interest rate of 20% per annum on the $3 million investment amount until repaid in
full.
Resolution 4: Issuance of further Warrants
Background
Under the AML Agreement, Promisia has agreed, in addition to varying the exercise price of the Warrants, to issue
further Warrants to all investors in the Capital Raise (Investor). For every Share issued under the Capital Raise,
Promisia seeks to issue a further two Warrants to each Investor for no additional consideration (New Warrants). If

8

Resolution 4 is passed, Promisia will issue 9.45 billion New Warrants to Investors (in aggregate) at no further cost.
If Resolution 4 is passed, the New Warrants will be allotted to the Investors on 26 September 2024.
The Board considers the issue of the New Warrants to be in the best interests of Promisia for the same reasoning
as set out above under Resolution 3.

Dilution Effects
The following table illustrates the dilution effect that the issue of New Warrants will have on a hypothetical
shareholder of Promisia, on the assumption that 100% of the New Warrants issued under Resolution 4 are
exercised prior to the expiry date of 24 March 2027:
Current Shares on Issue as at the date of this Notice 26,271,808,487 Shares
Maximum number of Shares that may be issued
from exercise of New Warrants
9,450,000,000 Shares
Shareholding percentage of a 10% shareholder
today who does not receive any New Warrants
7.35%
Maximum number of Shares that may be issued
from exercise of both New Warrants and existing
Warrants
14,175,000,000 Shares
Shareholding percentage of a 10% shareholder
today who does not hold any existing Warrants and
does not receive any New Warrants
6.50%
In the hypothetical scenario above, Promisia would also receive $9.45 million in new capital through the
Warrant exercise price.
NZX Listing Rule Requirements
Shareholder approval for Resolution 4 is required under Listing Rule 4.2.1 as the New Warrants to be issued
exceed the placement capacity available under Listing Rule 4.5.1.
Implications of Resolution Not Proceeding
Should Resolution 4 not be passed by shareholders, Promisia will not be able to issue the New Warrants as agreed
under the AML Agreement. As such, AML will have the ability to terminate the AML Agreement upon giving notice
to Promisia. Upon termination, Promisia must:
• acquire back from AML or arrange a third party to acquire, all Shares and Warrants allotted to AML under
the AML Agreement;
• refund to AML all amounts received from AML received under the AML Agreement; and
• pay AML the default interest rate of 20% per annum on the $3 million investment amount until repaid in
full.
Resolution 5: Ratification of previous Shares and Warrants issued under Listing Rule 4.5.1
Background
The Board proposes to ratify a total of 4,130,862,510 Shares and 725,000,000 Warrants issued under Listing
Rule 4.5.1 during the 12-month period until 30 August 2024. Listing Rule 4.5.1 permits the Board to issue

9

equity securities in Promisia (without prior shareholder approval) provided it does not issue more than 15% of
all equity securities on issue (calculated over a rolling 12 month period). The equity securities subject to
ratification represent nearly all of Promisia’s issuance capacity under Listing Rule 4.5.1 and ratification is
sought to replenish this capacity.
Replenishing Promisia’s placement capacity will allow the Company to move quickly to issue equity securities
(for example, to support a future acquisition) without prior shareholder approval.
NZX Listing Rule Requirements
Shareholder approval for Resolution 5 is required under Listing Rule 4.5.1(c).
The Shares and Warrants were issued in accordance with Listing Rule 4.5.1, which permits an issue of Shares
(and financial products that may convert into Shares) up to 15% of the issued Share capital of Promisia in any
12 month period, without prior shareholder approval.
Listing Rule 4.5.1(c) effectively provides Promisia’s shareholders the opportunity to replenish the Company’s
placement capacity under Listing Rule 4.5.1 by way of an ordinary resolution, allowing Promisia to issue up to
another 14.98% of its issued capital in the same 12 month period.
Implications of Resolution 5 Not Proceeding
Should Resolution 5 not be passed Promisia can only, as at the date of this Notice, issue approximately 6.7
million equity securities (ie. $67,000 at an issue price of $0.001 per Share) under Listing Rule 4.5.1. Unless
Promisia obtained further shareholder approval to an issue of equity securities, it would be unable to
complete any issuance of substance. Promisia would have to wait 12 months for its issuance capacity to
replenish over time. This could be detrimental to Promisia’s growth as Promisia would not have the flexibility
to quickly access new capital and take advantage of market and development opportunities when they arise.
Failure to pass Resolution 5 will not affect the validity of the Shares and Warrants already issued under Listing
Rule 4.5.1.

---

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 2024 SPECIAL MEETING OF WARRANT HOLDERS
The Special Meeting of Warrant Holders 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 Wednesday, 25 September 2024, commencing at 2pm.

Appointment of proxy
If you DO NOT propose to ATTEND the Special 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 Monday, 23 September 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 Warrant Holder 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 the matter the proxy may vote as he/she thinks fit or abstain from voting.
If this Proxy Form is returned duly signed by a Warrant Holder 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 resolution below.

Attending the Meeting
If you propose to attend the Special 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 Warrant Holder.

Signing instructions for proxy forms

Individual
Where the holding is in one name, the Warrant Holder must sign the Proxy Form.
Joint Holding
Either of the joint holders of a Warrant may sign the proxy form.
Power of Attorney
Any person representing a Warrant Holder(s) by virtue of a power of attorney must bring evidence of their authority to vote on behalf of
the Warrant Holder(s) and power of attorney.
Corporate Representative
Corporate representatives should bring to the Meeting evidence of their authority to act for the relevant corporation.

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 Warrant Holder/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 Special Meeting of the Company to be held at 2pm on Wednesday, 25
September 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 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 special resolution:

Tick (✓) in box to vote

For Against Abstain Discretion
RESOLUTION

1.
To vary the exercise price of all Warrants on issue from $0.002 per Warrant to
$0.001 per Warrant on the terms set out in this Notice of Meeting.

   

STEP 3: WARRANT HOLDER QUESTIONS
Warrant Holders present at the Special 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, Monday 23 September 2024. The Board will address and answer questions
during the meeting.

STEP 4: SIGN: SIGNATURE OF WARRANT HOLDER(S) This section must be completed
Warrant Holder 1 Warrant Holder 2 Warrant Holder 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:

---

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 2024 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 Wednesday,
25 September 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 Monday, 23
September 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.
The persons restricted from voting as outlined in the Voting Restrictions section below are disqualified from acting as a discretionary proxy.
Discretionary proxies given to persons restricted from voting will be invalid and ineligible to vote on motions from the floor.
Voting Restrictions
Any shareholder, and their respective Associated Persons who participated and acquired Shares under the Placement and SPP allotted on 5
August 2024, are prohibited from voting on Resolution 4. This includes AML and Craig Percy (a director of Promisia) and their respective
Associated Persons.
Any shareholder, and their respective Associated Persons who participated and acquired Shares under the Placement component of the Capital
Raise allotted on 5 August 2024, are prohibited from voting on Resolution 5. This includes AML and Craig Percy (a director of Promisia) and
their Associated Persons.
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 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 Wednesday, 25 September
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 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 resolutions:

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.
   
2. To appoint Tony Mortensen as an independent director of the Company with effect from
the close of the Meeting.
   
3. To approve a variation to the exercise price of Warrants from $0.002 per Warrant to
$0.001 per Warrant on the basis described in the explanatory notes.
   
4. To issue a further 9.45 billion Warrants to all investors of the Capital Raise so that each
Investor will have received a total of three Warrants for every one share subscribed for
and on the basis described in the explanatory notes.
   
5. To ratify 4,130,862,510 Shares and 725,000,000 Warrants issued under NZX Listing
Rule 4.5.1 on the basis described in the explanatory notes.
   

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, Monday, 23 September 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:

---

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 Warrants
NZX ticker code PHLWA
ISIN (If unknown, check on NZX
website)
NZPHLE0002S3
Name of Registry MUFG Pension & 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 25/09/2024
Ex Date (one business day before the
Record Date)
24/09/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
Y
Details of approvals required Subject to shareholder approval in accordance with
NZX Listing Rule 4.1
Section 3: Bonus issue
Number of Financial Products to be
issued
9,450,000,000
ISIN of security to be issued (if
different from Ordinary Shares)
NZPHLE0002S3
Minimum entitlement N/A
Entitlement ratio (for example 1 for 2) New 2 Ordinary shares in Promisia
allotted under the SPP offer
or placements on 5 August
2024
1
Treatment of fractions
**
N/A
Allotment date 26/09/2024
Total number of Financial Products of
the Class after the bonus issue
(excluding Treasury Stock)
14,175,000,000

2 of 2
Total number of Financial Products of
the Class held as Treasury Stock after
the bonus issue
N/A
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed No
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten No
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount or
proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting being
terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address info@promisia.co.nz
Date of release through MAP 11/09/2024

---

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 Corporate Markets
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
X Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement
Record date 26/09/2024
Ex Date (one business day before the
Record Date)
25/09/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
No
Details of approvals required N/A
Section 5: Capital reconstruction
Nature of capital reconstruction
(Please mark with an X in
applicable box)
Financial Product
Split
Financial
Product
Consolidation
X
Other Amalgamation
Ratio (for example 1 for 2) New 1 Existing 500
Treatment of fractions
**
Standard rounding i.e. fractional entitlements of 0.5 and
above will be rounded up (subject to a person being
rounded to a nil holding, in which circumstances such
person will have their holding rounded up to 1).
Number of Financial Products to be
Consolidated
26,271,808,487 shares
Total number of Financial Products
of the Class after the capital
reconstruction (excluding Treasury
Stock)
Approximately 52,543,617 shares (subject to rounding)

2 of 2
Total number of Financial Products
of the Class held as Treasury
Stock after the capital
reconstruction
Nil
Per Financial Product amount (if
cash reconstruction)
N/A
Payment date (if cash
reconstruction)
N/A
Allotment date 27/09/2024
Section 8: Lead Manager and Underwriter (mandatory)
Lead Manager(s) appointed No
Name of Lead Manager(s) N/A
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)
N/A
Underwritten No
Name of Underwriter(s) N/A
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)
N/A
Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)
N/A
Summary of significant events that
could lead to the underwriting
being terminated
N/A
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address info@promisia.co.nz
Date of release through MAP 11/09/2024

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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 Warrants
NZX ticker code PHLWA
ISIN (If unknown, check on NZX
website)
NZPHLE0002S3
Name of Registry MUFG Corporate Markets
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
X Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement
Record date 26/09/2024
Ex Date (one business day before the
Record Date)
25/09/2024
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
No
Details of approvals required N/A
Section 5: Capital reconstruction
Nature of capital reconstruction
(Please mark with an X in
applicable box)
Financial Product
Split
Financial
Product
Consolidation
X
Other Amalgamation
Ratio (for example 1 for 2) New 1 Existing 500
Treatment of fractions
**
Standard rounding i.e. fractional entitlements of 0.5 and
above will be rounded up (subject to a person being
rounded to a nil holding, in which circumstances such
person will have their holding rounded up to 1).
Number of Financial Products to be
Consolidated
14,175,000,000 Warrants
Total number of Financial Products
of the Class after the capital
reconstruction (excluding Treasury
Stock)
Approximately 28,350,000 Warrants (subject to rounding)

Board Changes Sale of Eileen Mary Facility

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.