Annual Shareholders Meeting 2025

AGENDA

1. Chair’s address

2. Financial and operational updates

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: That Jill Hatchwell, who was appointed as a
Director by the Board during the year, be elected as a director
of Promisia.
Resolution 3: That Thomas Brankin, who retires by rotation and
is eligible for re-election, be re-elected as a director of Promisia.
Further information relating to the Resolutions is set out in the
Explanatory Notes.
5. 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
23 July 2025


Notice is hereby given that the
2025 Annual Shareholders’
Meeting (Meeting) of Promisia
Healthcare Limited (Promisia or
the Company) will be held as
follows:
Date: Tuesday 26 August 2025
commencing at 3pm
Venue: Boardroom, Duncan Cotterill,
Duncan Cotterill Plaza, 148 Victoria
Street, Christchurch | Ōtautahi 8013

The 2025 Annual Shareholders’
Meeting will be held in person at the
venue above and simultaneously
broadcast online via Microsoft
Teams. While only those attending in
person will be able to vote at the
meeting, shareholders may observe
the meeting online and submit
questions via the Teams chat function
during the meeting.

Presentations will be released to the
NZX before the meeting. Voting
results will be released to the NZX
and published on the Promisia
website later that day.
NOTICE OF 2025 ANNUAL
SHAREHOLDERS’ MEETING

EXPLANATORY NOTES
In these explanatory notes, references to “Listing Rules” are to the NZX Listing Rules. The resolutions are
Ordinary Resolutions and require approval by a simple majority (greater than 50%) of the votes of those
shareholders entitled to vote and voting on the resolutions.
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: Election of Jill Hatchwell
Board Role: Independent director
Jill Hatchwell was first appointed to the Board of Promisia as an independent director on 28 August 2023.
Jill is a professional director with management and governance experience encompassing both public and
private sector entities across a range of industries. She is a Chartered Member of the Institute of Directors NZ
and is currently serving on the boards of a number of entities including Chatham Rock Phosphate and Aorere
Resources.
The Board considers Jill to be an independent director.
Resolution 3: Re-election of Thomas Brankin
Board Role: Non-independent, Executive Director
Thomas Brankin has been involved in building and operating aged care facilities and retirement villages for the
last 30 years. Thomas was the original owner of three of Promisia’s aged care facilities before their acquisition
by Promisia in 2020 and was instrumental in creating the strong relationships and reputation with the local
communities they serve. He is currently an executive director of Promisia assisting with developing and
implementing growth strategies for the group. Thomas has been part of the Board of Promisia since 7 May
2013.
The Board considers Thomas to be a non-independent, executive director.
IMPORTANT INFORMATION
Attending the Meeting Online:
Shareholders unable to attend in person may observe the meeting online via Microsoft Teams:
• Link to join the meeting: Click here
• Meeting ID: 443 688 810 391 9
• Passcode: yk3CC3BW
• Functionality: View-only stream. Participants may submit written questions via chat, which may be read
and addressed at the discretion of the Chair.
• Voting: Not available via Teams. Only in-person attendees or their proxies may vote.
• Browser compatibility: Use the latest version of Chrome, Safari or Edge.

VOTING
The only persons entitled to vote at the Meeting are registered shareholders (or their proxies or representatives)
as at 3pm on Sunday 24 August 2025. 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 resolutions.
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 Pension & Market Services no later than 3pm on Sunday, 24 August 2025.
Proxy forms can be lodged by:
• Post to PO Box 91976, Auckland 1142
• Email to meetings.nz@cm.mpms.mufg.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 Pension & Market Services at https://nz.investorcentre.mpms.mufg.com/voting/PHL. You
will be required to enter your CSN/Holder number and FIN and follow the instructions from there.
ANNUAL MEETING PRESENTATIONS AND FY25 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 Pension & Market Services’ Investor Centre
at https://nz.investorcentre.mpms.mufg.com or email to operations.nz@cm.mpms.mufg.com (Please use “PHL
Report” as the subject line for easy identification).

---

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/PHL

Scan & email:
meetings.nz@cm.mpms.mufg.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & Market Services
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 | enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD PROMISIA HEALTHCARE LIMITED 2025 ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of shareholders of Promisia Healthcare Limited (the Company) will be held at the Boardroom, Duncan Cotterill, Duncan
Cotterill Plaza, 148 Victoria Street, Christchurch, Ōtautahi, on Tuesday, 26 August 2025, commencing at 3pm.
Shareholders unable to attend
in person may observe the meeting online via Microsoft Teams:
 Link to join the meeting: Click here
 Meeting ID: 443 688 810 391 9
 Passcode: yk3CC3BW

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 Pension & Market Services (the share registry), no later than 3pm, on Sunday, 24 August 2025. You can also
appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://nz.investorcentre.mpms.mufg.com/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.

Voting Restrictions
There are no voting restrictions applicable to the resolutions being presented to the meeting.

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 https://nz.investorcentre.mpms.mufg.com/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 3pm on Tuesday, 26 August 2025 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.
That Jill Hatchwell, who was appointed as a Director by the Board during the year, be
elected as a director of Promisia.
   
3. That Thomas Brankin, who retires by rotation and is eligible for re-election, be re-elected
as a director of Promisia.

   

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 may submit written questions via chat, in Teams, which may be read and addressed at the discretion of the Chair or submit
a question online by going to https://nz.investorcentre.mpms.mufg.com/voting/phl and completing the online validation process or complete the
question section below and return to MUFG Pension & Market Services. Questions will need to be submitted by 3pm, Sunday, 24 August 2025.
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: