Capital Change Notice

Capital Change Notice

Updated as at June 2023

Notice of grant of Options under the Oceania Healthcare Share Option Plan

This notice is given under the NZX Listing Rule 3.13.1 and relates to the grant of options
(Options) to acquire ordinary shares in Oceania Healthcare Limited under the Oceania
Healthcare Share Option Plan.

Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
NZX ticker code OCA
Class of financial product Option to acquire ordinary shares
ISIN (If unknown, check on NZX website) N/A. The Options will not be quoted.
Currency NZD
Section 2: Capital change details
Number issued 6,251,580 Options
Nominal value (if any) N/A
Issue price per security N/A
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for the
issue of Options, in accordance with
the Oceania Healthcare Share Option
Plan Rules.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued
(calculated on the number of Financial Products of the
Class, excluding any Treasury Stock, in existence)
1

29.17% of all Options currently on
issue.

For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for example
the Conversion price and Conversion date and the
ranking of the Financial Product in relation to other
Classes of Financial Product) or the Option (for
example, the exercise price and exercise date)
Subject to continued employment,
Option holders will be able to exercise
the Options during the exercise period,
which begins 10 Business Days after:
(a) in respect of 5,476,195 Options
issued to senior leaders,
announcement of OCA’s final
results in 2026; and
(b) in respect of 775,385 Options
issued to the CEO, announcement
of OCA’s final results in 2027,
(Vesting Date) and ends 90 days after
the Vesting Date.
The exercise price for the Options is:
(a) in respect of 5,476,195 Options
issued to senior leaders, $0.82,
being the volume weighted
average price of OCA shares on

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

the NZX Main Board for the five-
trading day period commencing 2
days after OCA’s FY2023 results
announcement (i.e. 5-day VWAP
from 26 May 2023); and
(b) in respect of 775,385 Options
issued to the CEO, $0.76, being
the volume weighted average price
of OCA shares on the NZX Main
Board for the five trading day
period prior to 22 July 2024 (being
the commencement date as CEO).

On exercise of the Options, OCA will
facilitate a cashless (net settled)
exercise by issuing such number of
shares as is equal to the difference
between the then current market value
and the exercise price, multiplied by
the number of Options being
exercised, divided by the then current
market value.

OCA will pay tax on the Option
holder’s behalf for the taxable benefit
received by the holder under the plan,
but there will be a reduction in the
number of shares to be issued to such
holder on exercise to the extent the
amount of such tax in New Zealand is
greater than the tax savings available
to OCA (or a subsidiary) in relation to
such benefit.
Reason for issue and specific authority for issue (the
reason for change must be identified here)
The board of OCA has resolved to
offer the Options to the CEO and
selected employees in order to:
(a) reward and retain the CEO and
other participants;
(b) drive longer-term performance and
alignment of incentives of the CEO
and other participants with the
interests of Oceania’s shareholders;
and
(c) encourage longer term decision-
making by the CEO and other
participants.
Total number of Financial Products of the Class after
the issue (excluding Treasury Stock) and the total
number of Financial Products of the Class held as
Treasury Stock after the issue.
27,680,151 Options
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A

Capital Change Notice

Updated as at June 2023
Specific authority for the issue, including a reference to
the rule pursuant to which the issue is made
Board resolutions dated 25 September
2024, 10 October 2024 and NZX
Listing Rule 4.6.1
Terms or details of the issue (for example: restrictions,
escrow arrangements)
Options are subject to the Oceania
Healthcare Share Option Plan Rules.
New ordinary shares issued upon
exercise of the Options will rank
equally in all respects with the ordinary
shares already on issue.
Date of issue 15/10/2024
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Claire Fisher
Contact person for this announcement Claire Fisher
Contact phone number +64 9 361 0350
Contact email address Claire.fisher@oceaniahealthcare.co.nz
Date of release through MAP

15/10/2024