Capital Change Notice - Grant of Restricted Share Rights

Capital Change Notice

Updated as at February 2025

Notice of grant of RSRs under the Oceania Healthcare Restricted Share Rights Plan

This notice is given under the NZX Listing Rule 3.13.1 and relates to the grant of restricted share
rights (RSRs) to acquire ordinary shares in Oceania Healthcare Limited under the Oceania
Healthcare Restricted Share Right Plan (Plan). The Plan was established in 2024 to introduce a
deferred element to OCA’s short term incentive plan. The RSRs recorded in this notice are the
first RSRs to be offered under this Plan.

Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
NZX ticker code OCA
Class of financial product Restricted right to acquire ordinary shares
ISIN (If unknown, check on NZX website) N/A. The RSRs will not be quoted.
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 254,303 RSRs
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or other
consideration)
No consideration is payable for the issue
of RSRs, in accordance with the Oceania
Restrict Share Rights Plan Rules.
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

N/A. No RSRs have been granted
previously.
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, RSR
holders will be deemed to have exercised
their RSRs not less than 10 Business
Days following the applicable vesting date,
being:
(a) in respect of 84,768 RSRs, 12 months
from the grant date;
(b) in respect of 84,768 RSRs, 24 months
from the grant date; and
(c) in respect of 84,767 RSRs, 36 months
from the grant date.
The grant date for all of the RSRs is 12
June 2025.
Each RSR entitles the holder to receive
one ordinary share in OCA on vesting and
exercise, subject to adjustment for

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

satisfaction of tax obligations of the
participants. The exercise price was nil.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
The board of OCA has resolved to offer
the RSRs to the CEO, CFO and CPO in
order to:
(a) reward and retain the CEO, CFO and
CPO;
(b) drive longer-term performance and
alignment of incentives of the CEO,
CFO and CPO with the interests of
Oceania’s shareholders; and
(c) encourage longer term decision-
making by the CEO, CFO and CPO.
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.
254,303 RSRs
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 resolutions and directors’ certificate
dated 29 August 2025 and NZX Listing
Rule 4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
RSRs are subject to the Oceania
Healthcare Restricted Share Right 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/acquisition/redemption
2
5 September 2025
Section 4: 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 5 September 2025