Promisia Long Term RSU Plan and COO Update

Market Announcement
19 May 2025
PROMISIA LONG TERM RSU PLAN AND COO UPDATE
COO Update
Promisia Healthcare Limited (NZX:PHL) is pleased to update the market that Graeme Dodd will
commence his role as Chief Operating Officer starting from today.
The Board is delighted to welcome Graeme to Promisia, as the Company continues to strengthen its
leadership team to position the business for long-term growth in the aged care and retirement
sectors.
Promisia Long Term Restricted Share Unit Plan
Promisia has issued today 750,000 unquoted restricted share units in Promisia (RSUs) under
Promisia’s Long-term RSU Plan. The RSUs will be issued to select senior executives of Promisia in
consideration for their services provided. The RSUs will vest over a period of time specified in each
senior manager’s letter of engagement. Upon vesting, each RSU has the ability to convert into
ordinary shares in Promisia on a one-for-one basis.
Further particulars are included in the accompanying Capital Change Notice.
ENDS
For more information, please contact:
Francisco Rodriguez Ferrere, Chief Financial Officer, 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.

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Capital Change Notice

Updated as at February 2025


Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHL
Class of financial product Unquoted Restricted Share Units (RSUs)
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 750,000 RSUs
Nominal value (if any) N/A
Issue/acquisition/redemption price per
security
RSUs were granted to senior executives of PHL for
nil cash consideration.
Nature of the payment (for example,
cash or other consideration)
Non-cash consideration is provided in the form of
services rendered by the senior executives.
Amount paid up (if not in full) N/A
Percentage of total class of Financial
Products issued/acquired/redeemed/
(calculated on the number of Financial
Products of the Class, excluding any
Treasury Stock, in existence)
1

625%
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)
Exercise: Upon the exercise of the RSUs, PHL will
issue one Ordinary Share in PHL (Share) for every
RSU that vests on a one-for-one basis.

Exercise Price: The exercise price for a RSU is nil.

The value of the Shares issued upon conversion will
be the volume weighted average market price of a
Share on the NZX Main Board over the 20 Business
Day period immediately preceding the Vesting Date
of the RSUs.

Ranking: Any Shares issued upon conversion of the
RSUs will rank equally in all respects with all other
Shares on issue.

Vesting Date: as specified in the senior executive’s
Letter of Invitation.

Lapse Date: The earlier of, the date the senior
executive ceases to be employed by PHL (or its
subsidiaries) or the date the senior executive resigns
from employment by PHL (or its subsidiaries).


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

Reason for issue/acquisition/redemption
and specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
Authorised by the Board of PHL pursuant to the
RSU Plan Rules.

The RSUs are issued to incentivise PHL’s senior
executives in a manner aligned with the interests
of PHL shareholders.
Total number of Financial Products of the
Class after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total
number of Financial Products of the Class
held as Treasury Stock after the
issue/acquisition/redemption.
870,000 RSUs
In the case of an acquisition of shares,
whether those shares are to be held as
treasury stock
N/A
Specific authority for the issue, acquisition,
or redemption, including a reference to the
rule pursuant to which the issue, acquisition,
or redemption is made
Board resolution and Listing Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions,
escrow arrangements)
Issued in accordance with the terms set out in the
RSU Plan Rules and the Letter of Invitation.
Date of issue/acquisition/redemption
2

19 May 2025
Section 4: Authority for this announcement and contact person
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 Francisco.rf@promisia.co.nz
Date of release through MAP

19 May 2025





2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).