Green Cross Health Limited 2026 Annual Report

2026
ANNUAL
REPORT

02| GREEN CROSS HEALTH
Unichem Pharmacies
Life Pharmacies
The Doctors Medical Centres
320
pharmacies
45
275
WHO WE ARE
As at 31 March 2026
2 .1 million
loyalty members
doctors
385
65
medical centres
413,000
enrolled patients
nurses
384
nurse
practitioners
27
health
improvement
specialists
29

v
Annual Report 2026 |03Annual Report 2026 |03
The year at a glance 04
Company report 06
Company report - Pharmacy division 08
Company report - Medical division 10
Directors' declaration 13
Independent auditor's report 14
Group financial statements 18
Notes to the consolidated financial statements 22
Group entities 46
Board of Directors 50
Corporate governance 53
Other disclosures 62
Shareholder information 67
Company directory 69
CONTENTS
THE COMPANY
FINANCIALS
GOVERNANCE
Our purpose:
Working
together
to support
healthier
communities.
We are passionately
commited to the health
and wellness of New
Zealand, and to providing
the best care and advice
to our communities.
This is our promise.

04| GREEN CROSS HEALTH
GROUP PERFORMANCE
THE YEAR AT A GLANCE
DIVISIONAL PERFORMANCE
$26.0m

Medical Operating Profit
$546.0m
Group Revenue
$45.3m

Operating Profit/EBIT
$20.4m
Net Profit After Tax
(attributable to shareholders)
$190.8m

Net Assets
$22.2m

Pharmacy Operating Profit

Annual Report 2026 |05
So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the
financial statements and notes further on in this report.
2026
$’000
2025
$’000
We generate revenue from two sources
Pharmacy retail and dispensary380,210370,372
Medical services165,766153,386
Our costs to operate are primarily
Wages and salaries195,546191,229
Costs of products sold235,120222,919
Other costs (marketing, governance, communications etc)48,74249,991
Lease expense, depreciation and amortisation23,45222,479
Impairment- 7
After all income and expenses, we earned
Profit before tax35,816 28,836
Tax expense(9,921)(8,093)
Profit after tax25,89520,743
Non-controlling interest(5,500)(4,768)
Profit after tax attributable to the Parent shareholders20,39515,975
FINANCIAL SUMMARY
What happened to the profit and where did the cash go?
We started the year with a bank balance of26,199 23,402
Our profit after tax (after adjusting for non-cash items) was*31,67327,670
We bought and sold various businesses(1,690)(1,365)
We bought fixed assets(9,608)(5,838)
We repaid bank borrowings(4,613)(10,509)
We paid dividends to our shareholders(8,294) (6,484)
We paid dividends to our minority partners(4,584)(2,560)
Our working capital changed(680)1,883
We ended the year with a bank balance of28,40326,199
So what is the equity book value
We have total assets of392,027386,237
We have total liabilities of(201,196) (205,238)
So our equity book value is190,831180,999
Which represents a net asset value for each share of (cents)132.8126.0
* Includes repayment of lease principal and interest expense of $22.0m (2025: $21.0m) under NZ IFRS 16.
THE COMPANY

06| GREEN CROSS HEALTH
Green Cross
Health delivered
Net Profit After
Tax Attributable
to Shareholders
of $20.4m over
the last twelve
months.
Digital enhancement was a priority
for both divisions during the period.
Pharmacy upgraded its customer
booking system, introduced a new
Unichem & Life Pharmacy app and
launched a shoppable Unichem
website, while Medical updated
The Doctors website to improve
patient experience and continued
the rollout of The Doctors app.
These initiatives strengthen
access to primary care, enabling
customers and patients to engage
with services at their convenience.
COMPANY REPORT
RESULTS
SUMMARY
Operating Revenue of $546.0m.
Operating Profit (EBIT) of $45.3m.
Net Profit After Tax Attributable to
Shareholders of $20.4m.
Pharmacy Operating Profit of $22.2m.
Medical Operating Profit of $26.0m.
Investment in growth of $9.6m,
including investment in technology
and targeted refurbishments in
both divisions.
5.5cps dividend declared, to be
paid on 22 June 2026.

Annual Report 2026 |07
34.3
2023202520242026
31.8
546.0
45.3
38.7
2023
503.9
2025
493.6
2024
523.8
2026
Group Operating
Revenue ($m)
before interest and tax
Group Operating
Profit ($m)
Dividend
The Board has declared a final dividend of 5.5 cents per share (f
inal FY26 dividend) to be paid in June 2026.
This brings the total dividends declared in respect of the FY26 year to 8.5 cents per share.
Green Cross Health future focus
On 2 June 2026, the Company announced that it had entered into a conditional sale and purchase agreement
to sell its Medical division to Tend Health. The sale will enable Green Cross Health to refocus on its core
pharmacy business.
Thank you to our team
The Company would like to recognise and thank our team members
for their commitment to delivering high-quality care and their
willingness to embrace new technology to lift health outcomes
across our communities. Their compassion, dedication
and expertise makes a meaningful difference in the
lives of our patients and customers every day. We
are committed to investing in our people through
professional development, alongside further
advancement in technology, ensuring they
are equipped to respond to the changing
needs of the communities we serve.
THE COMPANY

08| GREEN CROSS HEALTH
320
stores
2 .1
million
loyalty members
PHARMACY
DIVISION
Unichem, Life Pharmacy
and PillDrop
The Green Cross Health network dispensed over 38 million
prescriptions across its network of 320 pharmacies. The
recent Government announcement extending pharmacy
services for common health conditions highlights
the opportunity for broader service expansion and
demonstrates how community pharmacy can play a much
greater role in frontline healthcare delivery. Unichem and
Life Pharmacies administered over 330,000 vaccinations
during the year, a 1% increase on the prior year.
Revenue in Pharmacy for the reporting period grew by 2% to $380.2m, with
Operating Profit up 4% to $22.2m. Increased dispensing of high value, low
margin medicines such as weight loss drug Wegovy and additional funded
cancer treatments, drove top line revenue growth, although resulted in
compressed dispensary margin.
The Care & Advice Health Hub continued to expand throughout the network
during the period, with 170 sites now operating nationwide and offering an
enhanced range of services. This broader footprint is supporting deeper
patient engagement through increased consultations, vaccinations, and clinical
services. The model reinforces Unichem and Life Pharmacies as accessible
providers of expert care and advice for everyday health needs. Care & Advice
Health Hubs are well positioned to deliver the Government’s extension of
pharmacy services for common health conditions.
Development of the new pharmacy app was completed during the period, with
the platform successfully launched and more than 200 pharmacies onboarded.
The app enables patients to connect directly with their preferred pharmacy,
facilitating medication management and access to services. An integrated
online booking system was also introduced, enhancing the functionality of the
digital platform. Together, these initiatives are improving the patient experience
while delivering operational efficiencies through reduced administrative burden.
These investments represent a key step in advancing a more customer-centric
pharmacy offering and strengthening the ability to connect patients with
services in a timely and convenient manner.

Annual Report 2026 |09
In the period, the “Feel Good, Pay Less” product range was extended. This value proposition resonates
with customers through its emphasis on affordability, with further expansion planned for the year ahead. A
greenfield pharmacy, Unichem Mount Wellington in Auckland, was opened, improving access to essential
healthcare services. The Beauty by Life concept was expanded with new locations at Life Queensgate
and Life Albany, enhancing the in-store experience and broadening the range of products available
to customers. A shoppable Unichem website was introduced, allowing customers to browse stock
availability online before visiting a store, click & collect products or opt for home delivery.
Highlights
Pharmacy division Operating Revenue for the period of $380.2m.
Pharmacy division Operating Profit for the period of $22.2m.
330,000 vaccinations administered, up 1% on prior period.
Living Rewards membership growth to 2.1 million members.
Green Cross Health pharmacies dispensed over 38 million prescriptions.
170 Care & Advice Health Hubs operating nationwide with the ability to assess and dispense 20
medications to treat a range of conditions.
New pharmacy app launched to enhance the customer experience and provide ease of booking
services at Unichem and Life Pharmacy.
2023202520242026
Pharmacy Operating
Profit ($m)
before interest and tax
21.1
19.3
Pharmacy Operating
Revenue ($m)
2023
360.4
202520242026
363.6
370.4
21.5
22.2
380.2
Future Focus
Expand the delivery of services through Care & Advice Health Hubs in Unichem and
Life Pharmacies to improve patient access to timely, community-based healthcare.
Offer differentiated brands and product ranges, underpinned by a high-quality, professionally
led instore experience.
Seamless omni-channel engagement to enhance accessibility and convenience while rewarding
customer loyalty.
Continued leadership and advocacy for an extended pharmacist scope of practice and sustainable
funding models for the community pharmacy sector.
Disciplined operational execution, including improved workforce productivity, active occupancy
cost management and margin optimisation.
THE COMPANY

10| GREEN CROSS HEALTH
65
medical centres
413,000
enrolled patients
The division consists of 65 medical centres
serving the largest enrolled patient base
in New Zealand. During the year, Health
New Zealand granted approval to Green
Cross Health to establish a new Primary
Care Health Organisation, Community
Care Limited, to commence operations on
1 July 2026. This represents a significant
milestone, enabling direct funding to
the network, greater autonomy, more
streamlined operations, and an enhanced
ability to deliver locally responsive care.
Medical Revenue increased by 8% to $165.8m driven
by funding uplift and incentive payments linked to
national immunisation targets. Operating Profit was
up 33% to $26.0m driven by top line growth and
operational improvement.
Digital enablement has supported improved delivery of
care. The Doctors app registrations grew to 165,000
users (up 38% since March 2025), with an increasing
proportion of appointments and prescriptions
managed digitally. A refreshed website was launched
to make enrolment and appointment booking simpler
and more user friendly for patients. The Doctors Online
team secured Government funding during the year,
enabling expanded virtual care delivery and doubling
the number of online consultations for casual patients
during the period. In parallel, capital investment
in the physical network continued with two major
refurbishments and the rollout of The Doctors brand,
with 47 centres now operating in the brand following
the rebranding of four centres.
Maintaining consistent patient access was a priority
throughout the year, supported by ongoing rollout of
the team-based model of care. This approach enables
patients to access a broader clinical team, ensuring
they are seen by the most appropriate clinician for their
needs, including registered nurses, nurse prescribers,
enhanced care paramedics, health improvement
practitioners, health coaches and healthcare
assistants, alongside general practitioners and nurse
practitioners who lead multi-disciplinary teams. The
model has improved appointment availability and
patient access, while fostering a collaborative working
environment and supporting a more sustainable
workload for clinical leaders.
MEDICAL
DIVISION
The Doctors and
The Doctors Online

w
Annual Report 2026 |11
Medical Operating
Revenue ($m)
Medical Operating
Profit ($m)
before interest and tax
2023
133.2
20252024
140.3
2026
16.2
2023202520242026
15.0
153.4
19.5
165.8
26.0
F
uture Focus
On 2 June 2026 the Board announced a conditional sale of the Medical division to Tend Health
for $270 million, subject to certain adjustments, including for net debt and net working capital. The sale
is conditional on Green Cross Health shareholder approval. Subject to the satisfaction of the
shareholder approval condition, the sale is expected to be completed at the end of July 2026. Following
completion, the Company will focus on supporting a smooth and efficient transition of the Medical
division to Tend Health.
Highlights
Medical division Operating Revenue for the period of $165.8m.
Medical division Operating Profit for the period of $26.0m.
Enrolled patients of 413,000, New Zealand's largest general practice enrolled patient base.
The Doctors website was refreshed to make enrolment and appointment booking simpler and more
user friendly for patients.
Approval to establish a new Primary Health Organisation, Community Care Limited, to commence
operations from 1 July 2026.
Two significant refurbishments to increase capacity and enhance the clinical environment to better
accommodate patient needs.
THE COMPANY

ww
12| GREEN CROSS HEALTH
Financials
Directors' declaration 13
Independent auditor's report 14
Group financial statements
Consolidated statement of comprehensive income 18
Consolidated statement of changes in equity 19
Consolidated statement of financial position 20
Consolidated statement of cash flows 21
Notes to the consolidated financial statements22

w
Annual Report 2026 |13
For the year ended 31 March 2026
In the opinion of the Directors of Green Cross Health Limited, the financial statements and notes, on pages
18 to 43:
• Comply with New Zealand generally accepted accounting practice and give
a true and fair view of the financial position of the Green Cross Health Limited Group as at 31 March
2026 and the results of its operations and cash flows for the year ended on that date.
•Have been prepared using appropriate accounting policies
, which have been consistently applied and
supported by reasonable judgements and estimates.
The Directors believe that proper accounting records have been kept which enable, with reasonable
accuracy, the determination of the financial position
of the Group and facilitate compliance of the financial statements with the Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to
prevent and detect fraud and other irregularities. Internal control procedures are also considered to be
sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements.
The Directors are pleased to present the financial statements of Green Cross Health Limited for the year
ended 31 March 2026.
For and on behalf of the Board of Directors:
Kim Ellis
Chair
28 May 2026
Catherine Treneman
Director
28 May 2026
Directors’ declaration
THE COMPANY

14| GREEN CROSS HEALTH
w
Report on the audit of the consolidated financial statements
Opinion
We have audited the accompanying consolidated financial statements which comprise:
• The consolidated statement of financial position as at 31 March 2026;
• The consolidated statements of comprehensive income, changes in equity and cash flows for the
year then ended; and
• Notes, including material accounting policy information and other explanatory information.
In our opinion, the accompanying consolidated financial statements of Green Cross Health Limited
(the Company) and its subsidiaries (the Group) on pages 18 to 43 present fairly, in all material respects:
•
The Group’s financial position as at 31 March 2026 and its financial performance and cash
flows for
the year ended on that date;
•In accordance with New Zealand Equivalents to International Financial Reporting Standards
(NZ
IFRS) issued by the New Zealand Accounting Standards Board and International Financial
Reporting Standards issued by the International Accounting Standards Board.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(ISAs (NZ)). We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
We are independent of Green Cross Health Limited in accordance with Professional and Ethical
Standard 1 International Code of Ethics for Assurance Practitioners (including International
Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards
Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for
Professional Accountants (including International Independence Standards) (IESBA Code), as applicable
to audits of financial statements of public interest entities. We have also fulfilled our other ethical
responsibilities in accordance with Professional and Ethical Standards 1 and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
Our firm has provided other services to the Group in relation to tax compliance, tax advisory and
advisory services. Subject to certain restrictions, partners and employees of our firm may also deal with
the Group on normal terms within the ordinary course of trading activities of the business of the Group.
These matters have not impaired our independence as auditor of the Group. The firm has no other
relationship with, or interest in, the Group.
Independent
auditor’s report
To the Shareholders of
Green Cross Health Limited

Annual Report 2026 |15
Materiality
The scope of our audit was influenced by our application of materiality. Materiality
helped us to determine the nature, timing and extent of our audit procedures and to
evaluate the effect of misstatements, both individually and on the consolidated financial
statements as a whole. The materiality for the consolidated financial statements as a whole
was set at $1.680m determined with reference to a benchmark of the Group’s Profit Before Tax.
We chose the benchmark because, in our view, this is a key measure of the Group’s performance.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements in the current period. We summarise below those
matters and our key audit procedures to address those matters in order that the Shareholders as a
body may better understand the process by which we arrived at our audit opinion.
Our procedures were undertaken in the context of and solely for the purpose of our audit opinion on
the consolidated financial statements as a whole and we do not express discrete opinions on
separate elements of the consolidated financial statements.
The key audit matter: Impairment of goodwill
Refer to Note 13 to the consolidated financial statements.
The Group has grown significantly through acquisitions in its Pharmacy and Medical business
units which has resulted in the recognition of goodwill in the amount of $86.8 million, $77.3 million
respectively.
In the event the business units underperform compared to their business cases, there is a risk that
the goodwill arising on acquisition may no longer be supported.
As disclosed in note 13, the Group performs an annual impairment test of goodwill and uses a
discounted cash flow model to determine the recoverable amount of its business units to which
goodwill has been allocated.
In performing this assessment, assumptions are made in respect of future economic and market
conditions. Cashflow forecasts include consideration of the Group’s strategic business plan for each
business unit and their impact on forecast sales and operating costs. Additionally, management
determined terminal growth rates and discount rates which reflect an assessment of the time value
of money and the risks specific to each business unit.
The annual impairment test performed by the Group was significant to our audit due to the magnitude
of the goodwill balance and because the assessment process involved judgment about the future
performance of the business units.
The market capitalisation deficit that exists at balance date is an indicator of impairment.
How the matter was addressed in our audit
Our audit procedures included:
•Ensuring the allocation of goodwill to the Group’s business units is appropriate;
•Evaluating the methodology, mathematical accuracy and assumptions applied in the
discounted cash flow models. We used our own valuation specialists to assist us with
the consideration of terminal growth and discount rates;
•Challenging management’s cash flow assumptions over projected cash, and the expected
impact of the Group’s business plans for each business unit by reference to their historical
performance and the internal and external factors that influence their operations;
•Performing sensitivity analysis around the key assumptions used in the models;
•Reviewing the appropriateness of related disclosures in the consolidated financial statements; and
•Challenged management on whether the market capitalisation deficit is an indicator of impairment
and challenged management's earnings assumptions used in the value in use calculations.
We did not identify any factors that were materially inconsistent with management's overall conclusions.
FINANCIALS

16| GREEN CROSS HEALTH
Independent auditor's report
(continued)
Other information
The Directors, on behalf of the Group, are responsible for the other information. The other
information comprises the information included in the Directors declaration included in the
Group’s Consolidated Financial Statements, but does not include the consolidated financial
statements and our auditor’s report thereon. The Annual Report is expected to be made
available to us after the date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover any other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to
read the other information and in doing so, consider whether the other information is
materially inconsistent with the consolidated financial statements or our knowledge obtained
in the audit or otherwise appears materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the Shareholders. Our audit work has
been undertaken so that we might state to the Shareholders those matters we are required to
state to them in the independent auditor’s report and for no other purpose. To the fullest
extent permitted by law, none of KPMG, any entities directly or indirectly controlled by KPMG,
or any of their respective members or employees, accept or assume any responsibility and
deny all liability to anyone other than the Shareholders for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
Responsibilities of Directors for the consolidated financial statements
The Directors, on behalf of the Group, are responsible for:
•The preparation and fair presentation of the consolidated financial statements
in
accordance with NZ IFRS issued by the New Zealand Accounting Standards Board and
the International Financial Reporting Standards issued by the International Accounting
Standards Board;
•Implementing necessary internal control to enable the preparation of a consolidated set
of financial statements that is free from material misstatement, whether due to fraud or
error; and
•Assessing the ability of the Group to continue as a going concern. This includes
disclosing, as applicable, matters related to going concern and using the going
concern
basis of accounting unless they either intend to liquidate or to cease operations or have
no realistic alternative but to do so.

Annual Report 2026 |17
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objective is:
•To obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error; and
•To issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of the consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements
is located at the External Reporting Board (XRB) website at:
https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-
report-1-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Jodi Newth.
For and on behalf of
KPMG
Auckland
28 May 2026
FINANCIALS

18| GREEN CROSS HEALTH
ww
Notes2026
$’000
2025
$’000
Operating revenue4545,976523,758
Operating expenditure6.2(482,306)(467,264)
Depreciation and amortisation expense11,13(5,162)(4,770)
Depreciation - leases12(15,392) (14,584)
Impairment11,13-(7)
Share of equity accounted net earnings152,1451,590
Operating profit before interest and tax45,26138,723
Interest income387588
Interest expense(1,592)(2,101)
Interest expense - leases(8,240)(8,374)
Net interest expense(9,445)(9,887)
Profit before tax35,81628,836
Income tax expense7(9,921)(8,093)
Profit after tax for the year25,89520,743
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year
25,89520,743
Attributable to:
Shareholders of the Parent 20,39515,975
Non-controlling interest5,5004,768
25,895 20,743
Earnings per share
Basic earnings per share (cents)814.1911.13
Diluted earnings per share (cents)814.1611.10
The accompanying Notes to the Consolidated Financial Statements on pages 22 to 43 form part of the consolidated financial statements.
Consolidated statement
of comprehensive income
For the year ended 31 March 2026

Annual Report 2026 |19
ww
NotesShare
capital
$’000
Share
based
payment
reserve
$'000
Retained
earnings
$’000
Non-
controlling
interest
$’000
Total
equity
$’000
Balance as at 1 April 202490,94345066,32612,340170,059
Profit or loss for the year--15,9754,76820,743
Total comprehensive income for the year--15,975 4,76820,743
Distributions to non-controlling interests---(2,275)(2,275)
Impacts of other transactions--(840)(419)(1,259)
Dividends to shareholders9--(6,484)-(6,484)
Performance share rights charged to SOCI20-215--215
Performance share rights vested20150(150)---
Balance as at 31 March 202591,093 51574,97714,414 180,999
Balance as at 1 April 202591,093 51574,977 14,414180,999
Profit or loss for the year--20,3955,50025,895
Total comprehensive income for the year--20,3955,50025,895
Distributions to non-controlling interests---(4,814)(4,814)
Impacts of other transactions--(2,690)(477)(3,167)
Dividends to shareholders9--(8,294)-(8,294)
Performance share rights charged to SOCI20-212--212
Performance share rights vested20150(150)---
Balance as at 31 March 202691,24357784,38814,623190,831
The accompanying Notes to the Consolidated Financial Statements on pages 22 to 43 form part of the consolidated financial statements.
Consolidated statement
of changes in equity
For the year ended 31 March 2026
FINANCIALS

20| GREEN CROSS HEALTH
ww
ASSETS
Notes2026
$’000
2025
$’000
Current assets
Cash and cash equivalents28,40326,199
Trade and other receivables1027,09422,724
Inventories34,60433,167
Total current assets90,10182,090
Non-current assets
Other receivables102,1832,448
Property, plant and equipment1123,22019,740
Right-of-use assets1288,47196,279
Intangible assets13166,270165,947
Deferred tax asset1413,70112,275
Equity accounted group investments158,0817,458
Total non-current assets301,926304,147
Total assets392,027386,237
LIABILITIES
Current liabilities
Trade payables and accruals1674,20669,388
Income taxes payable162,155 685
Borrowings171,9731,855
Lease liabilities1213,75112,741
Total current liabilities92,08584,669
Non-current liabilities
Borrowings1717,85022,581
Lease liabilities1291,26197,988
Total non-current liabilities109,111120,569
Total liabilities201,196205,238
Net assets190,831180,999
EQUITY
Share capital91,24391,093
Share based payment reserve577515
Retained earnings84,38874,977
Total equity attributable to shareholders of the Parent176,208166,585
Non-controlling interest14,62314,414
Total equity190,831180,999
The accompanying Notes to the Consolidated Financial Statements on pages 22 to 43 form part of the consolidated financial statements.
Consolidated statement
of financial position
As at 31 March 2026

Annual Report 2026 |21
ww
Notes2026
$’000
2025
$’000
Cash flows from operating activities
Dividends received151,7951,075
Receipts from customers541,095526,583
Interest received387 588
Payments to suppliers and employees(478,743)(466,971)
Net income taxes(9,921)(8,634)
Net cash inflow from operating activities1854,61352,641
Cash flows from investing activities
Purchases of property, plant, equipment and software intangibles(9,608)(5,838)
Acquisition of interests in equity accounted investments15(273)(127)
Acquisition of interests in subsidiary and non-controlling interests(4,497)(1,366)
Disposal of interests in subsidiary and non-controlling interests3,080-
Net cash outflow from investing activities(11,298)(7,331)
Cash flows from financing activities
Proceeds from borrowings2,4101,558
Repayments of borrowings(7,023)(12,067)
Payment of lease liabilities(13,752)(12,577)
Interest expense(1,628)(2,137)
Interest expense - leases(8,240)(8,374)
Distributions to non-controlling interest(4,584)(2,560)
Dividend paid9(8,294)(6,484)
Net cash outflow from financing activities(41,111)(42,641)
Net increase in cash and cash equivalents2,2042,669
Cash and cash equivalents at the beginning of the financial year26,19923,402
Cash acquired: business combinations5-128
Cash and cash equivalents at end of year28,40326,199
Reconciliation of closing cash and cash equivalents
to the consolidated statement of financial position
Cash and cash equivalents28,40326,199
Closing cash and cash equivalents28,40326,199
The accompanying Notes to the Consolidated Financial Statements on pages 22 to 43 form part of the consolidated financial statements.
Consolidated statement
of cash flows
For the year ended 31 March 2026
FINANCIALS

22| GREEN CROSS HEALTH
w
1. Reporting entity
Green Cross Health Limited (the “Parent” or
the "Company") is a New Zealand company
registered under the Companies Act 1993 and is
an FMC entity for the purposes of the Financial
Reporting Act 2013 and the Financial Markets
Conduct Act 2013. The Financial Statements
have been prepared in accordance with
these Acts. The Company is listed on the
New Zealand Stock Exchange ("NZX").
The consolidated financial statements of Green
Cross Health Limited comprise the Parent, its
subsidiaries, and its interest in associates and joint
ventures (together referred to as the “Group”).
2. Basis of preparation of
financial statements
(a) Statement of compliance
The consolidated financial statements have
been prepared in accordance with New Zealand
Generally Accepted Accounting Practice
(“NZ GAAP”). They comply with New Zealand
equivalents to International Financial Reporting
Standards (“NZ IFRS”), and other applicable
Financial Reporting Standards, and authoritative
notices as appropriate for a Tier one for profit
entity. They also comply with International
Financial Reporting Standards.
The financial statements were approved by
the Board of Directors on 28 May 2026.
(b) Basis of measurement
The financial statements of the Group are
prepared under the historical cost basis unless
otherwise noted within the specific accounting
policies below.
(c) Changes in accounting policy
The Group has consistently applied the following
accounting policies to all periods presented in
these consolidated financial statements.
(d) Comparatives
Comparative information is presented on a
consistent basis.
(e) Functional and presentation currency
These financial statements are presented in
New Zealand dollars ($), which is the functional
currency of the entities of the Group. All financial
information presented in New Zealand dollars
has been rounded to the nearest thousand.
(f) Significant estimates and judgements
The preparation of financial statements in
conformity with NZ IFRS requires the Directors
to make judgments, estimates and assumptions
that affect the application of policies and reported
amounts of assets, liabilities, income and expenses.
The estimates and associated assumptions are
based on historical experience and various other
factors that are believed to be reasonable under
the circumstances, the results of which form the
basis for making judgments about carrying values
of some assets and liabilities. Actual results may
differ from these estimates.
In authorising the consolidated financial statements
for the year ended 31 March 2026, the Directors
have ensured that the specific accounting policies
necessary for the proper understanding of the
financial statements have been disclosed, and that
all accounting policies adopted are appropriate
for the Group’s circumstances and have been
consistently applied throughout the year for all
Group entities for the purposes of preparing the
consolidated financial statements.
The estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period
in which the estimate is revised if the revision affects
only that period, or in the period of revision and
future periods if the revision affects both current
and future periods. Information about the significant
areas of judgment exercised or estimation in
applying accounting policies that have had a
significant impact on the amounts recognised in
the financial statements are described as follows:
Notes to the consolidated
financial statements
For the year ended 31 March 2026

Annual Report 2026 |23
w
(i) Classification of investments
Classifying investments as either subsidiaries,
associates or joint ventures requires the
Directors to assess the degree of influence
which the Group holds over the investment.
In arriving at a conclusion the Directors take
into account the constitutional structure of
the investment, governance arrangements,
current and future representation on the
Board of Directors, and all other arrangements
which might allow influence over the operating
and financial policies of the investment.
(ii) Impairment of goodwill and indefinite life
intangible assets
The carrying values of goodwill and intangible
assets with an indefinite useful life, are
assessed at least annually to ensure that they
are not impaired. This assessment requires the
Directors to estimate future cash flows to be
generated by cash generating units to which
goodwill and intangible assets with indefinite
useful lives have been allocated. Estimating
future cash flows entails making judgments
including the expected rate of growth of
revenues and expenses, margins and market
shares to be achieved, and the appropriate
rate to apply when discounting future cash
flows. Note 13 of these financial statements
provides more information on the assumptions
the Directors have made in this area and the
carrying values of goodwill and indefinite life
intangible assets. As the outcomes in the
next financial period may be different to the
assumptions made, it is impracticable to
predict the impact that could result in a
material adjustment to the carrying amount.
(iii) Accounting for leases under NZ IFRS 16
In determining the right of use assets and
lease liabilities a number of estimates and
judgments have been made by management.
These include determining the applicable
incremental borrowing rates and assessment
of the lease terms, including any rights of
renewal and whether it is reasonably certain
they will be exercised. See Note 12.
(g) Subsidiaries
Subsidiaries are entities that are controlled
by the Group as defined in NZ IFRS 10.
Control exists when the Group is exposed
to, or has rights to, variable returns from
its involvement in the investee and has the
ability to affect those returns through its
power over the investee. Power arises when
the Group has existing rights to direct the
relevant activities of the investee, i.e. those
that significantly affect the investee’s returns.
Control is assessed on a continuous basis.
The Group consolidates the results of its
subsidiaries from the date that control
commences until the date on which control
ceases. At such point as control ceases, it
derecognises the assets, liabilities and any
related non-controlling interests and other
components of equity. Any interest retained
in the former subsidiary is measured at fair
value when control is lost.
The Group discontinues the use of the
equity method from the date when the
investment ceases to be an associate or a
joint venture. At the date the equity method
is discontinued, the difference between the
carrying amount of the associate or a joint
venture and the fair value of any retained
interest and any proceeds from disposing
of a part interest in the associate or a joint
venture is included in the determination of
the gain or loss on disposal of the associate
or joint venture.
The Group's ownership interests in
subsidiaries ranges from 24% to 100%
(2025: 25% to 100%). The Group
consolidates 36 out of 53 entities where it
holds less than or equal to half of the profit
shares. This is on the basis that the Group's
contractual arrangements with these entities
result in them meeting the definition of being
subsidiaries as set out above.
FINANCIALS

24| GREEN CROSS HEALTH
2. Basis of preparation
of financial statements
(continued)
(h) Non-controlling interests
Non-controlling interests are present ownership
interests and are initially measured at either
fair value or the non-controlling interests’
proportionate share of the acquiree’s identifiable
net assets. The choice of measurement basis
is determined on a transaction-by-transaction
basis. Under the proportionate interest method,
goodwill is not attributed to the non-controlling
interest and the Group recognises only its
share of goodwill whereas under fair value,
the non-controlling interest includes its
proportionate share of goodwill.
Changes in the Group’s interest in a subsidiary
that do not result in a change in the control
conclusion are accounted for as transactions
with equity-holders in their capacity as equity
holders.
While the group has 50 (2025: 51) subsidiaries
with non-controlling interests, there are no
subsidiaries with individually material
non-controlling interest.
(i) Transactions eliminated on consolidation
Intra-group balances, and any unrealised
income and expenses arising from intra-group
transactions, are eliminated in preparing the
consolidated financial statements. Unrealised
gains arising from transactions with equity
accounted investees are eliminated against
the investment to the extent of the Group’s
interest in the investee. Unrealised losses are
eliminated in the same way as unrealised
gains, but only to the extent that there is
no evidence of impairment.
(j) Goods and services tax (GST)
The statement of comprehensive income
has been stated so that all components are
exclusive of GST. All items in the statement of
financial position are stated net of GST with
the exception of receivables and payables,
which include GST invoiced.
(k) Statement of cash flows
The statement of cash flows has been prepared
using the direct method subject to the netting of
certain cash flows.
Cash flows in respect of investments and
borrowings that have been rolled-over under
arranged banking facilities have been netted in
order to provide meaningful disclosures.
Cash and cash equivalents comprise cash
balances and call deposits. Bank overdrafts that
are repayable on demand and form an integral
part of the Group’s cash management are
included as a component of cash and cash
equivalents for the purpose of the statement
of cash flows.
Operating activities include all cash received
from all revenue sources and all cash disbursed
for all expenditure sources including taxation
refunds or payments and other transactions
that are not classified as investing or financing
activities.
Investing activities reflect the acquisition and
disposal of property, plant and equipment and
intangibles, loans to associates, and investments
in associates, subsidiaries and joint ventures.
Financing activities reflect changes in
borrowings and equity.
(l) Inventory
Inventories are measured at the lower of cost
and net realisable value. The cost of inventories
is based on a weighted average principle, and
includes expenditure incurred in acquiring the
inventories, production or conversion costs and
other costs incurred in bringing them to their
existing location and condition. Inventory
comprises of pharmacy goods held for sale.
3. New standards and
interpretations issued
and not yet effective
A number of new standards, amendments
to standards and interpretations are not yet
effective for the year ended 31 March 2026.
These have been assessed for applicability to
the Group and the Directors have concluded
that they will not have a significant impact
on future financial statements, except for
amendments to NZ IFRS 18.
NZ IFRS 18 will replace NZ IAS 1 Presentation
of Financial Statements and applies for annual
reporting periods beginning on or after 1 January
2027. This new standard, which is mandatory
for the Group for the year ending 31 March
2028, is expected to change presentation of the
financial statements. The Group will disclose
more information once a full assessment of
the impact of NZ IFRS 18 is completed.

Annual Report 2026 |25
4.Segment reporting
The Group has two reportable segments: pharmacy services and medical services. The pharmacy services
segment provides retail and dispensary services and the medical services segment provides GP, nursing and
urgent care services.
T
he Group’s main operations are in the pharmacy industry providing pharmacy services through consolidated
stores, equity accounted investments and franchise stores. The medical services segment includes fully
owned and equity accounted medical centres, and support services provided to these medical centres.
The Board monitors the various revenue streams within each reportable segment separately however, they do
not meet the criteria for separate disclosure due to the following:
•Aggregation of the operating segments within each reportable segment is consistent with the core principle
of NZ IFRS 8, i.e. aggregating will not distort the interpretation of the financial statements for the users;
•The operating segments within each reportable segment share the same economic characteristics; and
•The nature of the products and services, and the nature of the regulatory environment
are the same for the operating segments.
Operating segments
Information about reportable segments
March 2026NotesPharmacy
services
$’000
Medical
services
$’000
Corporate
$’000
Total
$’000
External revenues6.1378,737165,766-544,503
Other income1,473--1,473
Total revenue380,210165,766-545,976
Cost of products sold(234,922)(198)-(235,120)
Employee benefit expense(79,866)(115,680)-(195,546)
Lease expenses(2,195)(703)-(2,898)
Other expenses(28,696)(17,020)(3,026)(48,742)
Depreciation and amortisation(3,296)(1,866)-(5,162)
Depreciation - leases(9,464)(5,928)-(15,392)
Share of equity accounted net earnings4741,671-2,145
Segment profit22,24526,042(3,026)45,261
Interest income387
Interest expense(1,592)
Interest expense - leases(8,240)
Profit before tax35,816
Tax expense(9,921)
Profit after tax
25,895
Non-controlling interest(5,500)
Net profit attributable to the shareholders of the Parent
20,395
Reportable segment assets262,385140,455(10,813)392,027
Reportable segment liabilities
122,99089,019(10,813)*201,196
*Intersegmental elimination.
FINANCIALS

26| GREEN CROSS HEALTH
4.Segment reporting (continued)
March 2025NotesPharmacy
services
$’000
Medical
services
$’000
Corporate
$’000
Total
$’000
External revenues6.1370,366153,386-523,752
Other income6--6
Total revenue370,372153,386-523,758
Cost of products sold(222,702)(217)-(222,919)
Employee benefit expense(80,589)(110,640)-(191,229)
Lease expenses(2,760)(365)-(3,125)
Other expenses(31,423)(16,284)(2,284)(49,991)
Depreciation and amortisation(2,840)(1,930)-(4,770)
Depreciation - leases(8,744)(5,840)-(14,584)
Impairment(7)-- (7)
Share of equity accounted net earnings1751,415-1,590
Segment profit21,48219,525(2,284)38,723
Interest income588
Interest expense(2,101)
Interest expense - leases(8,374)
Profit before tax28,836
Tax expense(8,093)
Profit after tax
20,743
Non-controlling interest(4,768)
Net profit attributable to the shareholders of the Parent
15,975
Reportable segment assets270,949126,101(10,813)386,237
Reportable segment liabilities125,35690,695(10,813)*205,238
* Intersegmental elimination.

Annual Report 2026 |27
5. Business combinations
Business combinations during the year include; Unichem Huapai Pharmacy and Life Pharmacy Chartwell. None of
these acquisitions are individually material to the Group's result.
Carrying
value
$’000
Fair value
$’000
Identifiable assets acquired and liabilities assumed
Total assets590590
Total liabilities(89)(89)
Identifiable net assets501501
Consideration transferred
Satisfied by:
Cash consideration 1,524
Deferred consideration -
Contingent consideration-
Total consideration1,524
Less cash acquired (included in assets above) -
Net consideration 1,524
Goodwill
Goodwill recognised as a result of the acquisitions is as follows:
Total consideration1,524
Identifiable net assets(501)
Goodwill1,023
The goodwill is attributable mainly to the various patient databases acquired and the synergies expected
to be achieved. None of the goodwill recognised is expected to be deductible for tax purposes.
The amount of revenue included in the consolidated statement of comprehensive income is $3.4m with a net profit
after tax of $0.1m in respect of the entities acquired during the year.
If the acquisitions had occurred on 1 April 2025, management estimates that consolidated operating revenue would
have been $551.3m, and consolidated profit after tax for the year would have been $25.9m.
FINANCIALS

28| GREEN CROSS HEALTH
6.Operating performance
6.1 Revenue
Revenue from contracts with customers
2026
$’000
2025
$’000
Pharmacy retail and dispensary344,066333,886
Other pharmacy services34,67136,480
Medical services165,766153,386
544,503523,752
Disaggregation of contract revenueReportable segments
Pharmacy
services
$’000
Medical
services
$’000
Total
$’000
Year ended 31 March 2026
Timing of revenue recognition
Transferred at a point in time364,52572,968437,493
Transferred over time14,21292,798107,010
378,737165,766544,503
Year ended 31 March 2025
Timing of revenue recognition
Transferred at a point in time356,23868,998425,236
Transferred over time14,12884,38898,516
370,366153,386523,752
Pharmacy retail and dispensing services
Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services.
For all these services control is considered to pass to the customer at the point when the customer can use or
otherwise benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are
predominantly by credit card, debit card or in cash.
The Group operates its own Living Rewards loyalty programme. Loyalty points earned during a sale transaction
are deferred to liabilities (net of estimated points expiry), and are recognised as revenue when the Living Rewards
member redeems their points.
Other pharmacy services
These mainly include franchise fees, supplier income and other service revenue. Control for franchise services
pass over time as the services are delivered over the term of the franchise agreement. Payment terms for franchise
fees is generally 20 to 30 days. Supplier income is earned, as promotional services are rendered over a specified
time period by the Group. Payment terms are generally 20 to 30 days.
Medical services
Medical services include capitation and health services and patient fees. Control for capitation and health services
passes over time as the healthcare services are delivered to the patient over a certain time period. Payments
terms are generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when
service has been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.

Annual Report 2026 |29
Contract assets and contract liabilities
Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.
When the customer has been invoiced, any outstanding balances are included in receivables. Contract liabilities
reflect payments received for services that have not yet been provided and the payments will be recognised as
revenue over time.
Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised
over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria
under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.
Contract balances
The following table provides information, about receivables, contract assets and contract liabilities from contracts with
customers:
Significant changes in the contract assets and the contract liabilities during the period are as follows:
31 Mar 2026
$’000
31 Mar 2025
$’000
Trade receivables which are included in trade and other receivables7,2747,144
Contract assets16,52313,924
Contract liabilities(3,806)(4,312)
2026
Contract
assets
2026
Contract
liabilities
2025
Contract
assets
2025
Contract
liabilities
Revenue recognised that was included in the contract
liability balance at the beginning of the period-4,312-4,228
Transfer from contract assets recognised at the
beginning of the period to receivables13,924-12,514-
6.2 Operating expenditure2026
$’000
2025
$’000
Cost of products sold 235,120222,919
Employee benefit expense 195,546191,229
Lease expenses2,8983,125
Other expenses47,61548,436
Audit fees369368
Other services provided by auditors284139
Directors’ fees in respect of the Parent company 528453
Directors’ fees in respect of the subsidiary companies321309
Bad debts written off and movement in doubtful debt provision(375)286
482,306467,264
Auditor’s remuneration to KPMG comprises:
Annual audit of financial statements361351
Annual audit of financial statements – prior year817
369368
Other services provided by auditors:
Taxation services162139
Other services122-
284139
Taxation services relate to compliance and related services, and tax support.
Other services relate to advisory and consulting services for Community Care Limited.
FINANCIALS

30| GREEN CROSS HEALTH
7.Income tax expense
Notes2026
$’000
2025
$’000
Current tax expense(11,347)(8,391)
Deferred tax benefit141,426298
Total tax expense(9,921)(8,093)
Imputation credit account:
Available for use in subsequent periods $30.0m (2025: $24.6m).
Numerical reconciliation between tax expense and pretax accounting profit
Profit before tax35,81628,836
Income tax expense at 28%(10,028)(8,074)
Deduct tax effects of adjustments:
Other107(19)
(9,921)(8,093)
Taxation accounting policy
Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to
an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive
income or equity.
Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for
any under or over accrual in respect of prior periods.
Deferred tax is recognised using the balance sheet approach, allowing for temporary differences between the carrying
amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A deferred
tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related benefit will be realised.

Annual Report 2026 |31
8.Earnings per share
The earnings per share and dividend per share is calculated using the Group’s result divided by the weighted average
number of shares for the listed entity, Green Cross Health Limited.
2026
cents per
share
2025
cents per
share
Basic earnings per share14.1911.13
The calculation of basic earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year of 143,697,676 (2025: 143,579,013).
Diluted earnings per share14.1611.10
The calculation of diluted earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year after adjustment for the effects of all dilutive ordinary shares
of 144,064,693 (2025: 143,890,735).
Net tangible assets per share7.561.93
The calculation of net tangible assets per share is based on net assets less deferred
tax and intangible assets (refer Note 13 and Note 14) and the closing number of
ordinary shares at the end of the year.
Net assets per share132.78126.04
The calculation of net assets per share is based on net assets and the closing
number of ordinary shares at the end of the year.
FINANCIALS

32| GREEN CROSS HEALTH
9. Dividends
2026 cents
per share
2025 cents
per share
Dividends per share5.75 4.50
In December 2025, Green Cross Health Limited paid an interim dividend of 3.00 cents per qualifying ordinary share
to shareholders, which was fully imputed to 28% (December 2024: 2.50 cents).
In June 2025, Green Cross Health Limited paid a final dividend of 2.75 cents per qualifying ordinary share to
shareholders, which was fully imputed to 28% (June 2024: 2.00 cents).
10. Trade and other receivables
2026
$’000
2025
$’000
Trade receivables7,2747,144
Provision for doubtful debts(1,569)(1,967)
Contract assets16,52313,924
Accrued income2,0601,201
Other receivables and prepayments2,8062,422
27,09422,724
Other receivable - non-current asset2,1832,448
11.Property, plant and equipment
2026
$’000
2025
$’000
Opening cost87,20090,804
Acquisitions through business combinations188268
Additions9,2544,980
Disposals(6,489)(8,570)
Assets written off-(282)
Closing cost90,15387,200
Opening accumulated depreciation68,28871,944
Acquisitions through business combinations-139
Depreciation for the period5,1754,734
Disposals(5,407)(8,340)
Assets written off-(189)
Closing accumulated depreciation68,05668,288
Closing book value22,09718,912
Work in progress1,123828
Total property, plant and equipment23,22019,740

Annual Report 2026 |33
Property, plant & equipment accounting policy
Property, plant & equipment owned by the Group consists primarily of leasehold improvements and is stated at cost
less accumulated depreciation and any impairment losses. Property, plant & equipment acquired in stages is not
depreciated until the asset is ready for its intended use.
Depreciation is provided on a straight-line basis on all property, plant & equipment components to allocate the cost
of the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the
lease if shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.
Current estimated useful lives of property, plant and equipment are between two and twelve years.
Subsequent expenditure is capitalised only if it is probable that future economic benefit associated with the
expenditure will flow to the Group. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the
asset is disposed.
12.Leases
As a lessee
The Group’s leased assets include property leases for pharmacies, medical centres and support office. The lease
terms of these leases typically range from 2 to 30 years (inclusive of any renewal options). Some leases provide for
additional rent payments that are based on changes in CPI or market rental rates. The Group also leases motor
vehicles and equipment, which typically run for a period of 3 to 5 years.
As a lessee, the Group recognises right-of-use assets and lease liabilities for the majority of its leases –
i.e. these leases are on-balance sheet.
The carrying amounts of right-of-use assets and lease liabilities are as below:
Right-of-use assetsProperty
$’000
Motor
vehicles
$’000
Equipment
$’000
Total
$’000
2026
Balance as at 1 April 202595,6218757196,279
Balance as at 31 March 202687,07772966588,471
Depreciation14,57415766115,392
2025
Balance as at 1 April 202495,5832171,284 97,084
Balance as at 31 March 202595,6218757196,279
Depreciation13,74013071414,584
Additions to property of $5.1m (2025: $4.9m) and remeasurements of $4.3m (2025: $8.8m) have been made to
right-of-use assets during the current year.
Low value leases of $2.9m (2025: $3.4m) have been expensed (under lease exemption).
FINANCIALS

34| GREEN CROSS HEALTH
12.Leases (continued)
Lease liabilitiesProperty
$’000
Motor
vehicles
$’000
Equipment
$’000
Total
$’000
2026
Balance at 1 April 2025109,943116670110,729
Current liability11,95511667012,741
Non-current liability97,988--97,988
Balance as at 31 March 2026103,558745709105,012
Current liability13,20717536913,751
Non-current liability90,35157034091,261
2025
Balance at 1 April 2024108,0242551,359109,638
Current liability12,27013968913,098
Non-current liability95,75411667096,540
Balance as at 31 March 2025109,943116670110,729
Current liability11,95511667012,741
Non-current liability97,988--97,988
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment
losses and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased
by lease payment made. It is re-measured when there is:
• A change in future lease payments arising from a change in an index or rate; or
• A change in the estimate of the amount expected to be payable under a residual value guarantee; or
• Changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised; or
• Any other change in the future lease payments or the lease term due to a lease modification
that’s not accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that
include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impact
the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.
Maturity analysis of contractual undiscounted cash flows2026
$’000
2025
$’000
Less than one year19,98519,621
Two to five years59,77460,164
More than five years67,28475,569
147,043155,354

Annual Report 2026 |35
As a lessor
The Group sub-leases some of its properties. Income in relation to these subleases is $1.9m (2025: $1.9m). The
right-of-use assets recognised from the head leases are measured at cost. The sub-lease contracts are classified as
operating leases under NZ IFRS 16.
Maturity analysis of contractual undiscounted cash flows2026
$’000
2025
$’000
Less than one year830611
Two to five years1,2191,247
More than five years323518
2,3722,376
13.Intangible assets
Notes2026
$’000
2025
$’000
Other intangible assets
Opening costs6,28610,770
Additions-5
Disposals(20)(4,489)
Closing cost6,2666,286
Opening accumulated amortisation4,1438,440
Amortisation for the period-36
Disposals(20)(4,333)
Other adjustments(13)-
Closing accumulated amortisation4,1104,143
Closing book value2,1562,143
Goodwill
Opening costs163,804163,607
Additions51,023815
Disposals
(713)(618)
Closing cost164,114163,804
Total intangible assets166,270165,947
Intangible assets accounting policy
Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment
losses with the exception of goodwill (see below).
Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.
Other intangible assets represent franchisee store rebranding costs and have an indefinite life.
Subsequent expenditure is capitalised if future economic benefit will flow to the Group and the requirements of the
standard are met. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which
the intangible asset is disposed.
Intangible assets disclosed in the financial statements relate to trademarks and other indefinite life intangible assets.
Indefinite life intangible assets are tested annually for impairment.
FINANCIALS

36| GREEN CROSS HEALTH
13.Intangible assets (continued)
Goodwill accounting policy
Goodwill arises on the acquisition of businesses. Goodwill represents the excess of the purchase consideration
over the fair value of the net identifiable tangible and intangible assets at the time of acquisition.
Goodwill is allocated to the relevant cash generating units (CGU) expected to benefit from the acquisition and
tested for impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.
The value of each CGU is determined by its value in use. If the recoverable amount is less than the carrying amount
of the CGU then an impairment loss is recognised in profit and loss and the carrying amount of the asset is written
down.
The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of
any gain or loss on disposal.
Impairment testing
Discounted cash flow (DCF) models have been based on three-year forecast cash flow projections. The budget for
the year-ending 31 March 2027 is the basis for the first year's projections and projections for subsequent periods
have been based on this plus growth. Terminal cash flows are projected to grow in line with the New Zealand
long-term inflation rate.
The discount rate was a post-tax measure (discount rate pre-tax 12.80%) based on the rate of 10-year government
bonds issued by the government in the relevant market and in the same currency as the cash flows, adjusted for a
risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the specific
CGU.
Impairment test assumptions 2026Pharmacy
services
Medical
services
Discount rate – post tax9.98%9.98%
Terminal growth rate2.25%2.25%
Carrying amount of goodwill allocated to the unit ($'000)86,81977,295
Carrying value of other intangible assets with indefinite useful lives ($'000)2,048-
Impairment test assumptions 2025Pharmacy
services
Medical
services
Discount rate – post tax9.97%9.97%
Terminal growth rate2.30%2.30%
Carrying amount of goodwill allocated to the unit ($'000)86,888 76,916
Carrying value of other intangible assets with indefinite useful lives ($'000)2,048 -
For the purpose of impairment testing, goodwill is allocated to the Group's operating divisions which represent the
lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill is
allocated across all operations within a division that have similar economic characteristics and collectively benefit
from acquisitions that increase the Group's portfolio.
Sensitivities
No impairment was identified for pharmacy services and medical services as a result of this review, nor under any
reasonable possible change, in any of the key assumptions described above.

Annual Report 2026 |37
14.Deferred tax asset
The movement in deferred tax asset and liability during the year is made up of the following:
Opening
$’000
Net
additions
$’000
Recognised
in profit
and loss
$’000
Closing
$’000
2026
Property, plant and equipment3,252-1743,426
Provisions and accruals3,036-(6)3,030
Tax losses2,055-7812,836
Right-of-use assets(26,958)(2,124)4,311(24,771)
Lease liabilities30,8902,124(3,834)29,180
12,275-1,42613,701
2025
Property, plant and equipment2,926-3263,252
Provisions and accruals3,127-(91)3,036
Tax losses2,541-(486)2,055
Right-of-use assets(27,184)(3,826)4,052(26,958)
Lease liabilities30,5673,826(3,503)30,890
11,977-29812,275
15.Equity accounted group investments
Notes2026
$’000
2025
$’000
The movement in equity accounted investments comprises:
Opening carrying amount7,4586,816
Investment in associates and joint ventures273127
Share of net earnings2,1451,590
Dividends22(1,795)(1,075)
8,0817,458
There are no individually material associates or joint ventures.
Amount of goodwill within the carrying amount of equity accounted group investments:
Opening carrying amount1,3661,366
Closing carrying amount1,3661,366
Summary associate and joint venture financial information
The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:
Assets
$’000
Liabilities
$’000
Revenue
$’000
Net profit
after tax
$’000
As at and for the year ended 31 March 202620,1848,25563,4427,129
As at and for the year ended 31 March 202514,8096,20256,3333,541
FINANCIALS

38| GREEN CROSS HEALTH
15.Equity accounted group investments (continued)
Investments in associates and joint ventures accounting policy
An associate is an investee over which the Group has significant influence, which is the power to participate in the
financial and operating policy decisions of the investee but not to control or jointly control those policies.
A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the
net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which
only exists when a decision about the relevant activities require the unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements
of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group
financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other
comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate
or joint venture investment is included in the carrying amount of the investment net of dividends received. Where
the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint
venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to
continue doing so. The equity method is discontinued where the Group ceases to exert significant influence or joint
control over the investee.
Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group.
Where a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies
of the Group, the most significant of these being the recognition of deferred tax.
16.Trade and other payables and income taxes payable
2026
$’000
2025
$’000
Trade payables40,73035,452
Payable to non-controlling interest4,8474,503
Contract liabilities3,8064,312
Accrued expenses15,04115,473
Employee entitlements9,7829,648
74,20669,388
Income taxes payable2,155685
Employee entitlements accounting policy
Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised
as a liability when benefits are earned by employees but not paid at the reporting date.

Annual Report 2026 |39
17.Borrowings
2026
$’000
2025
$’000
Current1,9731,855
Non-current17,85022,581
19,82324,436
The Group's primary lenders are BNZ and Bank of China (the lenders).
The Group's interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin. The
current interest rate is between 3.43% and 6.81% (2025: 4.84% - 7.74%). A 0.5% increase/decrease in the effective
interest rate would result in a decrease/increase in after tax profit and equity of $71,362.
Green Cross Health Limited and all its wholly-owned subsidiaries provided guarantees and indemnities in favour of
the lenders covering all loans held by the Parent company. Loans provided by BNZ to partnership subsidiaries are
covered by a General Security Agreement over the individual business assets.
At balance date, the Group has undrawn committed banking facilities of $46.0m (2025: $42.0m). The debt facilities
held with both BNZ and Bank of China mature in December 2027.
Borrowings and advances accounting policy
Borrowings are initially recognised at fair value, including directly attributable transaction costs. Subsequent to initial
recognition, borrowings are measured at amortised cost using the effective interest method.
18.
Operating cash flow reconciliation
2026
$’000
2025
$’000
Profit for the year25,89520,743
Add non-cash items:
Depreciation, amortisation and impairment20,55419,361
Other non-cash items485143
Add/(deduct) changes in working capital:
Receivable and accruals movement(4,105)3,070
Inventory (1,437)(2,722)
Payable and accruals movements4,8182,085
Tax movement44(550)
Add/(deduct) items classified as cash flows from investing and financing activities:
Gain on disposal(1,473)-
Interest expense1,5922,137
Interest expense - leases 8,2408,374
Net cash inflow from operating activities54,61352,641
FINANCIALS

40| GREEN CROSS HEALTH
19.Shares on issue
2026
’000
2025
’000
Shares authorised and on issue
Opening number of shares143,603 143,462
Shares issued – fully paid114 141
Shares issued – partly paid- -
Shares cancelled – partly paid--
143,717 143,603
Shares held as treasury stock--
Performance share rights607440
144,324144,043
All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.
Share capital
Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised
as a deduction from equity.
20.Share-based payments
Performance Share Rights
Performance Share Rights (PSRs) were offered to some senior executives, commencing 1 April 2019. Under the
scheme PSRs are issued to participants which give them the rights to receive ordinary shares in the Company after a
three year period, subject to certain vesting and other conditions being met. The fair value is measured at grant date
and amortised over the vesting period. The vesting of the PSRs is subject to the Company achieving performance
hurdles relating to the growth of its earnings per share and return on capital employed over a three year measurement
period. There is no exercise price for these performance rights and there is no right to dividends during the vesting
periods.
Vesting is contingent upon audited financial statements, therefore PSRs which meet the vesting criteria will vest in
the financial year following the end of the PSR period.
The shares granted during the current financial period have a fair value of $212,300 (2025: $214,800) which is
calculated using the weighted average price of shares through the NZX over the one month period prior to the
date of the Company’s results announcement for the financial year ended 31 March 2025 (2025: 31 March 2024).
The total expense recognised in the year to 31 March 2026 in relation to the PSRs was $192,367 (2025: $174,267).
114,094 (2025: 141,509) PSR's were vested during the year.
PSRs granted are summarised as below:
Grant DatePSR PeriodPSRs
granted
PSRs
vested
PSRs
forfeited
PSRs end of
period
27/06/202201/04/2022 - 31/03/2025167,338(114,094)(53,244)-
26/06/202301/04/2023 - 31/03/2026 148,677-(37,169)111,508
27/11/202401/04/2023 - 31/03/20265,947-
-
5,947
27/11/202401/04/2024 - 31/03/2027207,965--207,965
31/07/202501/04/2025 - 31/03/2028281,654--281,654
Total 811,581(114,094)(90,413)607,074

Annual Report 2026 |41
21.Financial instruments
The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and
cash equivalents, borrowings, trade and other receivables and trade and other payables.
Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at
their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions
of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the
financial assets expire or if the Group transfers the financial asset to another party without retaining control or
substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations
specified in the contract expire or are discharged or cancelled.
Financial assets and financial liabilities are recognised at amortised cost.
Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk
that arise in the normal course of operations.
Credit risk
The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented
by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to
any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.
The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal
trade terms (unsecured, to a maximum of 45 days). At any one time, the Group generally has amounts owed to and
amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct
debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly
monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the
ultimate parent financial institution) used by the Group.
The status of trade receivables and contract assets at reporting date as follows:
Trade receivables and contract assetsGross
receivable
2026
$’000
Impairment
2026
$’000
Gross
receivable
2025
$’000
Impairment
2025
$’000
Not past due28,032-24,088-
Past due 0 - 30 days1,053-640-
Past due 31-120 days915(723)1,114(700)
Past due more than 120 days846(846)1,297(1,267)
Total 30,846(1,569)27,139(1,967)
The Group’s exposure to credit risk for trade receivables, which includes contract assets with the government
is influenced mainly by the individual characteristics of each customer. The creditworthiness of a customer or
counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external
credit ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative
factors include transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow
and profitability.
The Group’s cash balances is held with a number of banks with the level of exposure to credit risk considered
minimal with low levels of cash held.
FINANCIALS

42| GREEN CROSS HEALTH
21.Financial instruments (continued)
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity
requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities
to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls. The
following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash flow basis:
Carrying
value
$’000
Contractual
cash flows
$’000
Less than
one year
$’000
Between
one year
and
two years
$’000
Between
two years
and
five years
$’000
2026
Borrowings19,82322,8012,0712,55518,175
Trade and other payables60,61860,61860,618--
Total non-derivative liabilities80,44183,41962,6892,55518,175
2025
Borrowings24,43627,6852,8472,49022,348
Trade and other payables55,42855,42855,428--
Total non-derivative liabilities79,86483,11358,2752,49022,348
Market Risk
Refer to note 17 for details of the interest rates for the Group loans and borrowings, which are the most significant
financial instruments.
Capital management
The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed
capital requirements.
The allocation of capital between its specific business segments’ operations and activities is, to a large extent,
driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific
business segment operations and activities is undertaken independently of those responsible for the operation.
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables, cash
and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2026 and
31 March 2025. The assessment of fair value relating to borrowings was determined by reference to observable
market data (level 2).

Annual Report 2026 |43
22.Related parties
The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The
Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items
such as training courses, supplier agreements, sublease agreements, central advertising campaigns, loyalty card
costs, and IT related costs. The Parent performs business support services, based on agreed terms, for some of the
stores and medical centres.
The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the
return on investment/profit sharing arrangements relating to these investments.
Related party transactions for the group
Transaction valueBalance outstanding
2026
$’000
2025
$’000
2026
$’000
2025
$’000
Franchise fees and on-charged costs
to equity accounted investments1,3211766923
Management service charges and on charged costs
to equity accounted investments6721,0484779
Dividend income1,7951,075--
Costs paid to equity accounted investments(39)(39)--
Receivable from other related parties--3,2383,198
Key management personnel remuneration
The Group provides compensation to key management personnel which comprises the Directors, the Group CEO
and the CFO. Key management compensation comprised:
2026
$’000
2025
$’000
Remuneration and Directors fees1,6041,532
Short term employee benefits335315
Long term incentives (Note 20)192174
2,1312,021
23.Subsequent events
On 28 May 2026, Green Cross Health Limited declared a final dividend of 5.50 cents per qualifying ordinary share
amounting to $7.9m, which will be fully imputed at 28%. The dividend record date is 8 June 2026 and payment will
occur on 22 June 2026.
Green Cross Health Limited is engaged in a process regarding a potential transaction involving the sale of the Medical
division, which is the medical services operating segment. Given the process is ongoing, the Medical division has for
now been reclassified as an asset held for sale subsequent to 31 March 2026.
No adjustment is required to these consolidated financial statements in respect of these events.
FINANCIALS

44| GREEN CROSS HEALTH

w
Governance
Group entities 46
Board of Directors 50
Corporate governance 53
Other disclosures62
Shareholder information67
Company directory69
45Annual Report 2026 |
GOVERNANCE

46| GREEN CROSS HEALTH
Group entities
For the year ended 31 March 2026
The current Green Cross Health Limited group structure comprises 156 companies.
The group entities are as follows:
Legal ParentHolding %Activity
Green Cross Health LimitedFranchisor and Investment
Controlled entities
280 Queen Street (2005) Limited43.9Pharmacy
Albany Pharmacy Limited49.1Non-trading
Alexandra Pharmacy (2013) Limited24.5Pharmacy
Apollo Medical Limited100.0Medical Centre
Apollo Pharmacy (2014) Limited49.6Pharmacy
Bay of Plenty Pharmacies Limited100.0Non-trading
Bayfair Pharmacy (2010) Limited48.6Pharmacy
Baymed Group (2013) Limited100.0Medical Centre
Birkenhead Pharmacy (2011) Limited48.5Pharmacy
Botany Downs Pharmacy Limited25.0Pharmacy
Browns Bay Pharmacy (2018) Limited48.5Pharmacy
Cambridge Pharmacies 2020 Limited49.0Pharmacy
Care Chemist Pakuranga (2008) Limited49.0Pharmacy
Centre City Pharmacy (2004) Limited49.0Pharmacy
Chartwell Pharmacy 2025 Limited25.8
Pharmacy
Chemist Express Limited49.0Pharmacy
Christchurch Pharmacy (2015) Limited49.0Pharmacy
Coastlands Pharmacy (2018) Limited100.0Non-trading
Community Care Limited100.0Non-trading
Darfield Medical Centre Limited100.0Medical Centre
Davies Corner Pharmacy Limited25.0Pharmacy
Discovery Pharmacy (2016) Limited49.0Pharmacy
Drury Surgery Limited100.0Medical Centre
Endeavour Pharmacy (2016) Limited49.0Pharmacy
Fairfield Medical Limited70.0Medical Centre
Fred Thomas Pharmacy (2015) Limited49.0Pharmacy
Gain Health Centre Limited50.0Medical Centre
Glenfield Mall Pharmacy Limited48.5Pharmacy
Green Cross Health Direct Limited100.0Non-trading
Green Cross Health Distribution Limited100.0Non-trading
Green Cross Health Investments Limited100.0Non-trading
Green Cross Health Medical Limited100.0Investment
Green Cross Health Medical Solutions Limited100.0Services to medical centres
Green Cross Health Primary Limited100.0Medical Centre
Green Cross Health Workplace Limited100.0Health Services
Guthries Pharmacy Limited49.0Non-trading

Annual Report 2026 |47
Controlled entitiesHolding %Activity
Harbour City Pharmacy (2011) Limited48.7Pharmacy
Hastings Pharmacy (2013) Limited49.5Pharmacy
Hawkes Bay Pharmacies Limited49.0Pharmacy
Helensville Pharmacy (2008) Limited48.5Pharmacy
High Street Health Hub Limited100.0Medical Centre
Highland Park Pharmacy (2009) Limited48.5Pharmacy
Huapai Pharmacy 2025 Limited25.3Pharmacy
Hurstmere Pharmacy (2008) Limited49.0Pharmacy
Hutt Valley Pharmacies 2014 Limited48.5Pharmacy
J-Mall Pharmacy Limited49.0Pharmacy
Karori Pharmacies (2020) Limited49.6Pharmacy
Knox Pharmacy 2010 Limited48.5Pharmacy
Lake Taupo Pharmacy (2008) Limited48.5Pharmacy
Levin Pharmacy (2021) Limited49.0Pharmacy
Life Pharmacy Albany Limited49.0Pharmacy
Life Pharmacy Centre Place (2009) Limited100.0Non-trading
Life Pharmacy Sylvia Park Limited49.0Pharmacy
Life Pharmacy Trustee Company Limited100.0Non-trading
Life Pharmacy Wall Street Dunedin Limited49.1Pharmacy
Manawatu Pharmacies Limited49.0Pharmacy
Manners Pharmacy (2016) Limited49.0Non-trading
Manukau Pharmacy (2011) Limited49.1Pharmacy
Marshlands Family Health Centre Limited 100.0Medical Centre
Medplus Lake Road Limited100.0Medical Centre
Molesworth Pharmacy (2023) Limited100.0Non-trading
Moorhouse Pharmacy 2003 Limited25.0Pharmacy
Motueka Medical (2013) Limited100.0Medical Centre
Mt Wellington Pharmacy 2025 Limited100.0Pharmacy
Napier X Ray Limited44.0Medical Centre
Neptune Pharmacy (2017) Limited49.0Pharmacy
New Lynn Pharmacy (2015) Limited48.8Pharmacy
New Plymouth Pharmacy (2015) Limited25.0Pharmacy
Northlands Pharmacy (2003) Limited49.6Pharmacy
Onehunga Medical 2012 Limited100.0Medical Centre
Onehunga Medical Pharmacy (2022) Limited49.6Pharmacy
Onehunga Medical Pharmacy (2025) Limited47.5Pharmacy
Onerahi Pharmacy Limited25.0Pharmacy
Palms Pharmacy (2013) Limited49.0Pharmacy
Parklands Pharmacy (2015) Limited49.0Pharmacy
Peak Primary Limited100.0Non-trading
Pharmacy 277 Limited25.0Pharmacy
GOVERNANCE

48| GREEN CROSS HEALTH
Controlled entitiesHolding %Activity
Pharmacy B102 Limited48.5Pharmacy
Pharmacy G101 Limited24.3Pharmacy
Pharmacy J104 Limited100.0Non-trading
Pharmacy K103 Limited49.0Pharmacy
Pharmacy L105 Limited100.0Non-trading
Pharmacy Management Limited100.0Investment
Pharmacy N106 Limited49.0Pharmacy
Pharmacy Store Holdings Limited100.0Investment
Pharmacybrands On-line Limited100.0Non-trading
Plimmer Steps Pharmacy (2018) Limited49.0Non-trading
Queen Street Pharmacy (2015) Limited49.0Non-trading
Radius Medical Limited100.0Non-trading
Radius Medical Whakatane Properties Limited100.0Non-trading
Radius Pharmacy Greenmeadows Limited25.2Pharmacy
Radius Pharmacy Limited100.0Franchisor and Investment
Radius Pharmacy Napier Limited48.8Pharmacy
Radius Pharmacy Riccarton Limited49.5Pharmacy
Radius Pharmacy Te Rapa Limited48.8Pharmacy
Radius Pharmacy Upper Hutt Limited49.5Pharmacy
Radius Pharmacy Waikanae Limited25.3Pharmacy
Radius Pharmacy Wanganui Limited49.1Pharmacy
Radius Ti Rakau Limited100.0Medical Centre
Riccarton Mall Pharmacy 2000 Limited49.0Pharmacy
Richmond Health Centre Limited100.0Medical Centre
Richmond Road Medical Centre Limited100.0Medical Centre
Royal Oak Post Shop Limited37.7Non-trading
RPG Medicine Management Limited49.0Pharmacy
Russell Street Pharmacy Hastings (2015) Limited48.5Pharmacy
Shirley Pharmacy Limited100.0Non-trading
Shore City Pharmacy (2010) Limited48.5Pharmacy
Silverstream Health Centre Limited100.0Medical Centre
St Heliers Health Centre Limited75.0Medical Centre
St Lukes Pharmacy Holdings Limited49.0Pharmacy
Stokes Valley Pharmacy (2009) Limited48.5Pharmacy
Stortford Lodge Pharmacy 2025 Limited25.3Pharmacy
Sunset Family Doctors Servco Limited100.0Medical Centre
The Doctors (Coastcare) Limited100.0Medical Centre
The Doctors (Hastings) Limited71.2Medical Centre
The Doctors (Huapai) Limited100.0Non-trading
The Doctors (Massey Medical) Limited100.0Medical Centre
The Doctors (Napier) Limited44.0Medical Centre
The Doctors Papakura Limited100.0Medical Centre
The Doctors Normans Road Limited100.0Non-trading
Group entities
(continued)

Annual Report 2026 |49
Controlled entitiesHolding %Activity
The Doctors (New Lynn) Limited53.7Medical Centre
The Doctors (Whangaparaoa) Limited100.0Medical Centre
The Doctors Whakatipu Limited75.0Medical Centre
Total Health Doctors Limited100.0Medical Centre
Tower Junction Pharmacy Limited25.2Pharmacy
Trident Pharmacy (2017) Limited49.0Pharmacy
Upper Hutt Health Centre Pharmacy Limited25.0Pharmacy
Upper Riccarton Pharmacy Limited100.0Non-trading
Waihi Medical Centre Limited100.0Medical Centre
Waimauku Doctors Limited100.0Medical Centre
Waiuku Medical Pharmacy (2010) Limited48.5Pharmacy
Waiuku Pharmacy (2005) Limited100.0Non-trading
Waiuku Pharmacy (2016) Limited48.5Pharmacy
Walls & Roche Royal Oak Pharmacy Limited37.7Pharmacy
Wellington Pharmacy (2016) Limited49.0Pharmacy
West City Pharmacy (2010) Limited48.5Pharmacy
Whakatane Pharmacies 2021 Limited25.1Pharmacy
Willis Street Pharmacy Limited25.0Pharmacy
Woodham Road Healthcare Limited100.0Medical Centre
Joint venture entities
Pharmacies Instore Limited 50.0Non-trading
Associate entities
Accident and Medical Centre Quaymed Limited29.9 Medical Centre
Albany Family Medical Centre Limited50.0 Medical Centre
Aramoho Health Centre Limited30.9Medical Centre
Brookfield Pharmacy 2024 Limited24.4Non-trading
Bester McKay Family Doctors Limited50.0Medical Centre
Huapai Pharmacy (2017) Limited25.1 Pharmacy
Katikati Pharmacies 2024 Limited24.4Non-trading
Mount Wellington Family Health Centre Limited33.3Medical Centre
Pilldrop Software Limited25.0 Pharmacy
Plimmerton Medical Centre Limited25.0 Medical Centre
Te Puna Manawa O Tarawera (GP) Limited25.0Medical Centre
Team Medical at Kapiti Limited48.8 Medical Centre
The Doctors (Green Lane) Limited30.0 Medical Centre
The Doctors (Mangere) Limited33.9Medical Centre
Vercoe Brown & Associates Limited50.0Medical Centre
Investments
Unichem Export Limited 1.0Wholesale
GOVERNANCE

50| GREEN CROSS HEALTH
John (Andrew) Bagnall, Non-Executive Director
Andrew Bagnall holds a Bachelor of Commerce from the University of Otago and an MBA from Michigan State
University. He was a significant investor in Life Pharmacy Limited and, following its merger with Pharmacybrands
Limited (later renamed Green Cross Health Limited), has retained a shareholding in the merged entity.
Earlier in his career, Andrew was a prominent figure in the New Zealand travel industry. He founded and managed
Gullivers Travel Group, which grew to become New Zealand’s leading distributor of wholesale and retail travel services.
Gullivers Travel Group was subsequently listed on both the New Zealand and Australian Securities Exchanges (ASX)
before being sold to ASX-listed S8. Andrew also played a role in the co-development of one of New Zealand’s first
commercial retirement villages.
Andrew currently operates his own private investment company, Segoura, which manages investments across a range
of businesses. He is also a Director of PowerShield Limited and has a strong personal interest in sports car racing.
Andrew was appointed as a Non-Executive Director of the Company in August 2009.
John Bolland, Non-Executive Director
John Bolland brings more than 25 years of experience across private equity, senior management, and corporate
finance. His career includes 14 years with Ernst & Young, where he held Partner-level responsibilities in Corporate
Finance as well as Audit and Business Advisory services. John holds a Bachelor of Commerce from the University of
Auckland, is a Member of Chartered Accountants Australia & New Zealand, and is a Harvard alumnus.
John was appointed as a Non-Executive Director of the Company in August 2009.
Craig Brockliss, Non-Executive Director
Craig Brockliss is the Chief Executive Officer of the Wilton Capital Group of companies and brings more than 20 years
of experience in business, property, and private equity investment. Wilton Capital has significant investment interests
across New Zealand, the United States, and the United Kingdom.
Wilton Capital originated in the pharmaceutical logistics sector in New Zealand and Australia before diversifying into
a broader range of investments in 2001. Wilton is currently the third-largest shareholder in Green Cross Health.
Craig holds a Bachelor of Commerce and a Bachelor of Laws from the University of Auckland and worked at
Ernst & Young prior to joining the Wilton Group in 2001. He was appointed as a Non-Executive Director of the
Company in April 2022.
Kim Ellis, Chair
Throughout his business career, Kim held a number of leadership roles and is best known for his 13-year tenure
as Chief Executive of Waste Management NZ Limited, which culminated in the sale of the company in 2006.
During his time with Waste Management he led 40 acquisitions and established a strong and profitable business
presence in Australia.
Kim’s earlier career spanned a wide range of sectors, including health, manufacturing, distribution, transport, property,
agriculture, and fashion. Since 2006, he has been actively involved in governance roles and is currently Chair of New
Zealand Social Infrastructure Fund Limited, a consultant to Envirowaste Services, and Chair of an advisory Board of a
private company. Kim holds first-class honours degrees in Chemical Engineering and Economics.
Kim was appointed as Independent Chair of the Company in December 2019.
Board of Directors
As at 31 March 2026

Annual Report 2026 |51
Ken Orr, Independent Director
Ken Orr has more than 30 years’ experience as a community pharmacist. He is currently a partner in a group of
pharmacies in Northland and serves as a Director of North Haven Hospice. Ken is a former President of the New
Zealand Pharmacy Guild, which represents the business interests of community pharmacies. He was also a founding
Director of Manaia PHO and now serves on the Audit, Risk & Finance Committee of Mahitahi Hauora, the organisation
leading primary health care in Northland.
Ken joined the Board in September 2009 as an Alternate Director and was appointed as an Independent Director of
the Company in March 2012.
Peter Merton, Non-Executive Director
Peter Merton, a graduate of the University of Otago School of Pharmacy, has been involved in the pharmaceutical
industry in New Zealand and internationally since the early 1980s.
Peter’s association with the Company dates back to the late 1990s, and he played a key role in the early consolidation
of the industry, including the merger of the Amcal and Unichem brands to form Pharmacybrands Limited, later renamed
Green Cross Health Limited.
Following the merger of Life Pharmacy Limited with Pharmacybrands Limited in 2009, Peter was appointed Chair of the
Group, a position he held until December 2019, when he transitioned to the role of Non-Executive Director. He is also a
significant shareholder in the Company through his interest in Cape Healthcare Limited. Peter has previously served as
Chief Executive of the Propharma/Healthcare Logistics businesses and as a Director of EBOS Group Limited.
Catherine Jean Treneman, Independent Director
Catherine is an experienced business leader with a strong background in retail management, corporate governance,
and strategic growth.
As the owner of her own business for nearly 30 years, she brings first-hand experience as both a retailer and a
franchisee. Catherine is a Chartered Accountant and formerly served as Chairperson and Director of Paper Plus New
Zealand Limited, where she developed a strong track record in shaping strategy, driving revenue growth, and leading
operational excellence across nationwide networks. She is currently Village Manager for the Howick Village Association
and provides accounting services to the Dines Group.
Catherine was appointed as an Independent Director of the Company in September 2025.
GOVERNANCE

52| GREEN CROSS HEALTH
w

Annual Report 2026 |53
w
Corporate governance and the role of the Board of Directors
The Board understands the importance of good corporate governance in maximising the value of the Company.
Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,
including the NZX Corporate Governance Code.
The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework
within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated
authority for the day-to-day operations of Green Cross Health.
NZX Corporate Governance Code
The Company has reviewed the NZX Corporate Governance Code dated 31 March 2026 and has complied with
its recommendations, except where detailed in the following pages.
Compliance with the Principles of the Code is as follows:
Principle 1: Ethical standards
Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.
The Company has established a Code of Ethics to govern its conduct. The code addresses ethical issues, establishes
compliance standards and procedures, provides mechanisms to report unethical behaviour and provides for disciplinary
actions. The Code of Ethics is available on the Company’s website (www.greencrosshealth.co.nz/governance).
The Company has procedures in place to ensure that gifts received by employees and Directors do not result in
inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.
The Board has adopted a Protected Disclosure Policy to ensure that people can raise concerns regarding actual or
suspected wrongdoing with regard to ethical, clinical, professional and legal standards without fear of reprisal or feeling
threatened by doing so.
The Board has issued guidelines to prevent insider trading to all Directors, deemed Directors, officers and other
restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons of
Green Cross Health must formally apply to the CFO for consent to trade the Company’s securities before undertaking
any sales or purchases. The Board reviews all consents granted at each Board meeting. The Directors, deemed
Directors, officers and other restricted persons of Green Cross Health are obliged to complete and submit
disclosure notices to the NZX within five days of any trades being settled.
Key policies are published on the Company’s website in addition to being available on the Company’s intranet for
employees to access and included in employee induction.
The Company did not make donations to any political party in the year.
Principle 2: Board composition and performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience
and perspectives.
Board charters and management responsibility
The Board operates under a written Charter and delegates authority to senior management, including the Group CEO,
to run the day-to-day operations of the Company.
Corporate governance
For the year ended 31 March 2026
GOVERNANCE

54| GREEN CROSS HEALTH
NZX Corporate Governance Code (continued)
Principle 2: Board composition and performance (continued)
Director terms of appointment
The Company has signed written terms of appointment for all Directors. New Directors are provided terms of
appointment as they are appointed. Directors are not required to hold shares in the Company as part of their
appointment.
Board composition and structure
As at 31 March 2026, the Company’s Board structure consisted of four Directors associated with the
three major shareholders (who collectively hold 73% of the Company) and three independent Directors,
including an independent Chair.
The non-independent Directors associated with the three major shareholders are John (Andrew) Bagnall,
Peter Merton, John Bolland and Craig Brockliss. As at 31 March 2026, the independent Directors were Kim Ellis,
Ken Orr and Catherine Treneman. The factors listed in table 2.4 of the NZX Corporate Governance Code were
considered in determining Director independence. None of those factors applied to Kim Ellis or Catherine Treneman.
While Ken Orr has served on the Board since 2009 (over 12 years) and is a franchise partner, the Board has carefully
considered the effect of his tenure and business relationship on his independence and determined he remains
independent. He brings a wealth of sector experience, an enquiring mind and acts independently.
The independent Directors are selected to ensure that the appropriate skills and experience required
are available to the Company. The table below sets out the Board’s skills matrix:
Capabilities Director expertise
Industry: retail, pharmacy, healthcare
Financial expertise
M&A, divestments, corporate finance
Risk management
People and culture
Health and safety
Governance
Legal and regulatory
In response to recommendation 2.8 of the NZX Corporate Governance Code recommending boards have a
majority of independent Directors, and Green Cross Health not being compliant with this recommendation for the
reporting period, the Board is of the view that the existing Board structure appropriately reflects the shareholding
structure of the Company and represents the best interests of all shareholders. The Board does not believe any
alternative governance practices are required in respect to Board membership.
In accordance with NZX Listing Rules, Directors must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or three years, whichever is longer. In addition, a Director appointed by
the Board must not hold office (without re-election) past the next annual meeting following the Director’s appointment.
The Board holds regular scheduled meetings and follows procedures that ensure all Directors have the necessary
information to participate in an informed discussion on all agenda items and effectively carry out their duties. The
Group CEO, CFO and key senior managers attend appropriate sections of Board meetings.

Annual Report 2026 |55
Chair and CEO
The Company complies with the recommendation that it should have an independent Chair of the Board. The
Company complies with the recommendation that the Chair is not the CEO.
Director training
Directors are tasked with undertaking appropriate training to remain current on how to best perform their duties as
Director of an issuer. When common training requirements arise, training is coordinated for Directors.
Director, Board and Committee performance
Directors are expected to understand the Company’s operations and determine the professional development that
they require to undertake their duties. Senior management present to the Board on a regular basis on key matters
affecting the Company, enabling Directors to ask for further information and explanation as required.
The Board, led by the Chair, reviews Board (including Nominations Committee) and Director performance biennially
against the Board Charter in light of the Company’s changing operating conditions and makes improvements to Board
processes and meetings when required changes in Board focus are identified. The last review was conducted in
October 2024.
The Committees (other than the Nominations Committee) annually review their performance against the Committee
Charters and report back to the Board.
Diversity policy
The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion of
thought within the Company.
The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose
collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.
The Board is proud of the wide-ranging ethnic, cultural and gender diversity across the Group that reflects the
evolving makeup of New Zealand society. The Company believes that this diversity better enables the Group to meet
the needs of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees and
shareholders.
The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance).
The following table sets out a quantitative breakdown of the gender balance of the Directors and
key management personnel of the Group as at 31 March 2026:
DirectorsKey management personnel
As at 31 March 2026
Female1 14%2100%
Male6 86%0 0%
Total7 2
As at 31 March 2025
Female1 14%2 100%
Male6 86%00%
Total7 2
GOVERNANCE

56| GREEN CROSS HEALTH
NZX Corporate Governance Code (continued)
Principle 3: Board committees
The Board should use committees where this will enhance its effectiveness in key areas, while
still retaining Board responsibility.
Board Committees
For the year ended 31 March 2026, the Board had the following Committees:
•Audit and Risk Committee.
•Nominations Committee.
•Remuneration Committee.
•Investment Committee.
These Committees operated under written Charters. Charters for all Committees are reviewed
biennially and are available on the Company’s website (www.greencrosshealth.co.nz/governance).
The Committees (other than the Nominations Committee) annually review their performance
against written charters and report to the Board.
Directors who are not members of Committees are welcome to attend meetings if they wish.
The Company complies with the recommendation that management only attends Committee
meetings at the invitation of the Committee.
Further detail on the Committees is as follows:
Audit and Risk Committee
The Committee comprises two independent Directors and one non-independent Director, all of
whom are non-executive Directors. The Audit and Risk Committee Chair is an independent Director
and not the Chair of the Board. All Audit and Risk Committee members are financially literate, with
at least two members, including the Chair, having a financial background.
The Group CEO and the CFO attended as ex-officio members and external auditors by invitation
of the Chair. The Audit and Risk Committee also meet privately with the external auditors, that is,
without management in attendance.
The Committee’s responsibilities include:
• Reviewing the scope and outcome of the external audit.
• Reviewing the annual and half yearly financial statements prior to approval by the Board.
• Approving the public releases of financial information.
• Assessing the performance of financial management and monitoring of material
corporate
risk assessments and internal controls.
• Reporting the proceedings of each meeting to the Board.
• Making recommendations to the Board on the appointment of the external auditors, their
independence and their fees.
• Reviewing non-audit services provided by the external auditor.
• Monitoring of material corporate risk and the internal controls instituted.
• Monitoring of ESG related risks and opportunities.
The composition of the Committee was Carolyn Steele (Chair until 8 September 2025), Catherine
T
reneman (Chair from 9 September 2025), John Bolland and Kim Ellis.

Annual Report 2026 |57
Nominations Committee
This Committee comprises four non-independent Directors together with three independent Directors, who meet as
required to:
• Advise the Board on Director appointments, giving attention to the mix of skills, experience, independence of
Director candidates and other qualities required.
• Facilitate the regular evaluation of the Board, its Committees and the Directors.
Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive
remuneration.
The Nominations Committee’s performance is reviewed biennially by the Board against its written charter,
contemporaneously with the Board’s self-review.
The composition of the Nominations Committee was Kim Ellis (Chair), Andrew Bagnall, John Bolland, Craig Brockliss,
Peter Merton, Ken Orr, Carolyn Steele (untill 8 September 2025) and Catherine Treneman (from 9 September 2025).
In response to recommendation 3.4 of the NZX Corporate Governance Code recommending the Nominations
Committee have a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation for the reporting period, the Board is of the view that the Nominations Committee
appropriately reflects the experience required to carry out its responsibilities and an alternative governance
practice was not necessary.
Remuneration Committee
This Committee comprises one independent Director and two non-independent Directors, who meet as required to:
•Recommend to the Board the appointment and terms of employment of the Group CEO and CFO.
•Review and evaluate the performance of the Group CEO and CFO against KPIs including making
remuneration recommendations to the Board.
•Approve the appointment, and the conditions and terms of employment of the Group CEO's direct reports
(excluding the CFO).
•Review and advise the Board on succession plans for the Group CEO and direct reports.
•Make recommendations to the Board with respect to non-executive and independent Director remuneration.
Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive
remuneration.
The composition of the Remuneration Committee was John Bolland (Chair), Kim Ellis and Peter Merton.
In response to recommendation 3.3 of the NZX Corporate Governance Code recommending the Remuneration
Committee have a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation for the reporting period, the Board is of the view that the Remuneration Committee appropriately
reflects the experience required to carry out its responsibilities and an alternative governance practice was not
necessary.
GOVERNANCE

58| GREEN CROSS HEALTH
NZX Corporate Governance Code (continued)
Principle 3: Board committees (continued)
Investment Committee
This Committee comprises three independent Directors and two non-independent Directors. The Investment
Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the CFO attend as ex-officio members. All Investment Committee members are financially literate.
The Committee's responsibilities include:
• Reviewing potential acquisition proposals, approving small acquisitions and making recommendations to the
Board for larger acquisitions as defined in the Charter.
• Reviewing and approving capital expenditure as needed.
The composition of the Committee was Ken Orr (Chair), John Bolland, Kim Ellis, Peter Merton, Carolyn Steele (until 8
September 2025) and Catherine Treneman (from 9 September 2025).
Control transaction protocols
The Board has a Control Transaction Protocol to be followed if a control transaction offer is made for the Company.
In the event of a control transaction, the Board will immediately establish an appropriately constituted Committee to
deal with matters arising from the transaction, including:
•Preparing the Company's response to the transaction.
•Engaging an independent advisor to advise on the merits of the transaction.
•Making a recommendation to shareholders.
Board and Committee meeting attendance
The following table outlines the number of Board and Committee meetings attended by Directors during the course
of the 2026 financial year:
BoardAudit and Risk
Committee
Renumeration
Committee
Nominations
Committee
Investment
Committee
Meetings Held8431None
Attendance
Eligible PresentEligible PresentEligible PresentEligible PresentEligible Present
John (Andrew) Bagnall841*1
John Bolland88443311
Craig Brockliss881*11
Kim Ellis88443311
Peter Merton861*3211
Ken Orr882*11
Carolyn Steele
#
4411
Catherine Treneman
^
443311
*
Attended as an observer.
#
Resigned with effect from 8 September 2025
^
Appointed with effect from 9 September 2025

Annual Report 2026 |59
Principle 4: Reporting and disclosure
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance
of corporate disclosures.
The Board has a written continuous disclosure policy.
The Company complies with the recommendation that Board and Committee Charters, Code of Ethics and other
key governance documents are available on the Company’s website. The Interim and audited Annual Reports are
also available on the website (www.greencrosshealth.co.nz/investors).
The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied
that financial matters are adequately disclosed in the Company’s reporting. Some non-financial disclosures, such
as the Company’s approach to risk management including health and safety, are included within this Annual
Report. The Board considers this level of disclosure appropriate.
Principle 5: Remuneration
The remuneration of Directors and Executives should be transparent, fair and reasonable.
The Director fee pool was last approved in 2025 and is currently capped at $600,000. Directors’ fees are
informally benchmarked against market precedents. Retirement benefits and share options are not available for
Directors. Further disclosure of the details of Directors’ fees is included in the Other Annual Report Disclosures
published in this Annual Report.
The Company has a remuneration policy for Directors, Officers and all employees of the Company, which
outlines its remuneration practices. The remuneration policy is available on the Company’s website
(www.greencrosshealth.co.nz/governance).
The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer to Group
CEO Remuneration under Other Annual Report Disclosures for the year.
The Company operates a share-based incentive scheme for certain Senior Managers, which is disclosed further
in Note 20 to the Financial Statements.
Principle 6: Risk management
Directors have a sound understanding of the material risks faced by the issuer and how to manage them.
The Board regularly verifies that the issuer has appropriate processes that identify and manage potential and
material risks.
The Board is responsible for risk management and internal control and has a framework for identifying, assessing,
controlling, monitoring and reporting on the key risks to the Company’s people, assets, reputation and business
objectives.
The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and
risk profile.
The Audit and Risk Committee has responsibility for ensuring that the Company’s risk management framework,
policies and procedures are effective and appropriate. The Company maintains a comprehensive risk register and
management reports to the Board regularly on health and safety issues and progress on objectives. Risk reporting
software is used to facilitate reporting by employees, capture risks, and escalate them within the Company as
required. The nature of many of the Company’s activities, including dispensing of drugs, operating retail stores
and providing medical treatment makes managing health and safety risks a significant area of focus within the
Group. Management reviews the highest risk rated incidents at least nine times a year, ensuring corrective and
preventative actions are in place. There were no serious injuries within the year.
GOVERNANCE

60| GREEN CROSS HEALTH
NZX Corporate Governance Code (continued)
Principle 6: Risk management (continued)
The Company is exposed to substantially the same economic, environmental and social risks as similar
businesses operating in the same sectors in New Zealand. These risks include:
•Competitive pressure from traditional and disruptive competitor business models.
•Impacts from wider economic downturn.
•Labour cost escalation through Government policy changes and labour shortages in particular areas.
•Regulatory changes.
•Changes to Government and wider health sector funding models.
Principle 7: Auditors
The Board ensures the quality and independence of the external audit process with the Audit and Risk
Committee charter providing a framework for management of the relationship with the external auditor.
The Audit and Risk Committee is tasked with ensuring that the external audit process is independent and
of high quality, including approving any non-audit services provided by the audit firm. The Committee has
procedures for sustaining communication with the audit firm, ensuring that the ability of the audit firm to carry
out its statutory role is not impaired and approving the level of non-audit services provided by the audit firm.
The Committee is also responsible for ensuring that the audit firm or lead audit partner is rotated
at least every five years. The lead audit partner was rotated prior to the 2022 external audit.
The Company does not have an internal audit function but via the Audit and Risk Committee and the
Company’s external audit process, looks to maintain and improve risk management and internal controls.
The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.
Principle 8: Shareholder rights and relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders
that encourage them to engage with the issuer.
The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders
can access financial and operational information and key corporate governance information about the Company.
Information is available through the Annual Reports. The Board ensures that shareholders are informed of
major developments affecting the Company. Any material information affecting the Company during the
intervening period is announced to the financial markets via the New Zealand Stock Exchange (NZX)
and the Company website under the Board’s policy for continuous disclosure.
Directors and Officers of the Company attend the Annual Meeting and are available to answer questions from
shareholders.
Communications from the Company are available electronically through the Company’s share registrar,
Computershare.
The Company fully complies with the following recommendations:
•Shareholders have the right to vote on major decisions.
•One vote per share.

Annual Report 2026 |61

62| GREEN CROSS HEALTH
The total annual Directors’ remuneration approved for each financial year is capped at $600,000 (last approved in 2025).
The Directors holding office during the year ended 31 March 2026 and the remuneration paid or payable to the Directors
is as follows:
DirectorsTotal Fees
$
John (Andrew) Bagnall63,000
John Bolland*
+
#
70,875
Craig Brockliss63,000
Kim Ellis*
+
#
126,000
Peter Merton
+
#
63,000
Kenneth Orr
#
68,250
Carolyn Steele*
#
(resigned 8 September 2025)32,525
Catherine Jean Treneman*
#
(appointed 9 September 2025)40,975
Total527,625
Payment allocations
Independent Chair126,000
Non-Executive Directors63,000
Independent Directors63,000
Chair of Audit & Risk Committee7,875
Chair of Investment Committee5,250
Chair of Remuneration Committee5,250
Directors on Investment Committee2,625
* Audit & Risk Committee member
+ Remuneration Committee member
# Investment Committee member
Group CEO remuneration
The Group CEO’s package consists of a base salary, a Short Term Incentive (STI) and a Long Term Incentive (LTI).
The target STI is calculated as 25% of current base salary and is based on quantitative criteria set annually for each
financial year. The LTI is a maximum of 25% of current base salary and is structured as a performance share rights
scheme. Rights vest based on achievement of an earnings per share and return on capital employed target over a
three-year period, provided the Group CEO remains employed on the vesting date.
Other disclosures
For the year ended 31 March 2026

Annual Report 2026 |63
Employee remuneration
The number of employees or former employees of the Group, not being Directors of Green Cross Health Limited,
who received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000
for the year ended 31 March 2026 is set out below:
Employee annual remuneration bands20262025
$100,000 - $109,9999490
$110,000 - $119,9996256
$120,000 - $129,9995839
$130,000 - $139,9993235
$140,000 - $149,9993226
$150,000 - $159,9993718
$160,000 - $169,9992023
$170,000 - $179,9992520
$180,000 - $189,999179
$190,000 - $199,9991016
$200,000 - $209,999813
$210,000 - $219,9991413
$220,000 - $229,9991011
$230,000 - $239,999913
$240,000 - $249,99999
$250,000 - $259,9991514
$260,000 - $269,99959
$270,000 - $279,99988
$280,000 - $289,99942
$290,000 - $299,99931
$300,000 - $309,99987
$310,000 - $319,99911
$320,000 - $329,99920
$330,000 - $339,99901
$340,000 - $349,99921
$350,000 - $359,99921
$360,000 - $369,99910
$370,000 - $379,99901
$380,000 - $389,99912
$390,000 - $399,99911
$400,000 - $409,99901
$410,000 - $419,99912
$420,000 - $429,99910
$450,000 - $459,99920
$460,000 - $469,99901
$480,000 - $489,99910
$530,000 - $539,99910
$550,000 - $559,99901
$870,000 - $879,99901
$1,060,000 - $1,069,99910
Former employees included in the above bands4138
GOVERNANCE

64| GREEN CROSS HEALTH
Donations
The Group made donations to the value of $15,166.
Directors’ shareholding and trades
The following table summarises:
(a) the number of shares in the Company held by Directors at 31 March 2026 who served during the year; and
(b)
disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions
and dispositions of relevant interests in shares in the Company during the year.
DirectorsHolding
1 Apr 2025
CancelledIssuedNet trades
in the period
Interest
ceased
Holding
31 Mar 2026
J A Bagnall (i)45,935,821----45,935,821
C Brockliss (ii)12,699,087----12,699,087
P M Merton (iii)45,840,983----45,840,983
K A Orr (iv)414,065----414,065
C M Steele (v)50,000----50,000
(i)J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully
paid ordinary shares (shares are legally owned by LPL Trustee Limited).
(ii)C Brockliss is a Director of Wilton Asset Management Limited and therefore holds a relevant interest in
11,956,070 fully paid ordinary shares. Beneficial owner of 629,300 fully paid ordinary shares via
shares held on bare trust by Wilton Asset Management Limited for Oscar Holdings Limited. Beneficial
owner of 113,717 fully paid ordinary shares via ownership in Oscar Holdings Limited.
(iii)P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%
shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid
ordinary shares owned by Cape Healthcare Limited.
(iv)K A Orr holds a beneficial interest of 414,065 fully paid ordinary shares (shares are legally owned by
Orrs Pharmacies Limited).
(v)C M Steele has a relevant interest in 50,000 fully paid ordinary shares.

Annual Report 2026 |65
Directors’ insurance
Green Cross Health Limited has insured all its Directors against liabilities to other parties that may arise from their
positions as Directors. The insurance does not cover liabilities arising from criminal actions.
General disclosure of interest by Directors
(section 140(2) of the Companies Act 1993)
The Directors of the Company named below have made a general disclosure of interest by a general notice
disclosed to the Board and entered in the Company’s interest register. General notices of interest were given by
these Directors during the financial year ended 31 March 2026:
John (Andrew) Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (Director and
Shareholder), Plan B Limited (Shareholder), Waiaro Investments Limited (Director and Shareholder), Stellar
Electronic Board Reporting System (Director and Shareholder), Powershield Limited (Director), Emergency
Consult (Shareholder) and major Shareholder or Director of various unlisted or privately controlled companies.
John Bolland – Segoura Limited (Consultant), Stellar Electronic Board Reporting System (Director),
Powershield Limited (Director) and Shareholder or Director of various unlisted or privately controlled companies.
Craig Brockliss - Oscar Holdings Limited (Director and Shareholder), Wilton Asset Management Limited (Director).
Kim Ellis – NZ Social Infrastructure Fund (Chair) and Envirowaste Services (Consultant).
Peter Merton – Cape Healthcare Limited (Director and Shareholder).
Kenneth Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director
and Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy
Limited (Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka
Pharmacy Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe
Pharmacies Limited (Director and Shareholder), North Haven Hospice (Director).
Carolyn Steele – WEL Networks Limited (Director), Oriens Capital GP 2 Limited (Director), Property for Industry
(Director), Vulcan Steel Limited (Director) and ANZ Bank New Zealand Limited (Director).
GOVERNANCE

66| GREEN CROSS HEALTH

Annual Report 2026 |67
w
Shares and shareholding
The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2026 the
Company had on issue 143,716,692 equity securities (as defined by the Financial Markets Conduct Act 2013)
being 143,716,692 fully paid ordinary shares.
The 20 largest registered holders of quoted equity securities as at 31 May 2026 were as follows:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 31.94
CAPE HEALTHCARE LIMITED45,840,983 31.87
JBWERE (NZ) NOMINEES LIMITED <NZ RESIDENT A/C>12,880,153 8.95
FNZ CUSTODIANS LIMITED4,938,4233.43
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT> 3,624,1522.52
CUSTODIAL SERVICES LIMITED <A/C 4>2,189,409 1.52
GANET INVESTMENTS LIMITED1,627,979 1.13
BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 1,014,766 0.71
THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE
<THOMAS & CAROLYN LAI FAMILY A/C>994,985 0.69
FRANCES ANN VUKSICH850,000 0.59
RACHAEL MAREE NEWFIELD649,525 0.45
PIERRE GORDON PIERCE COTTER537,050 0.37
JAMES STEVE BEGOVIC & KERRY ELLWYN BEGOVIC & KATHERINE MARINA PALIN
<BEGOVIC FAMILY A/C>500,000 0.35
HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90>459,8020.32
ELIZABETH ANN MCAULAY & ARTHUR HECTOR MCAULAY435,9270.30
ORRS PHARMACIES LIMITED414,0650.29
MASSEY PHARMACY LIMITED405,1680.28
SEAJAY SECURITIES LIMITED314,496 0.22
JEDI INVESTMENTS LIMITED300,0000.21
MILLAR CAPITAL FUND LIMITED267,6320.19
Shareholder information
GOVERNANCE

68| GREEN CROSS HEALTH
Shares and shareholding (continued)
Substantial product holders
The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the
Financial Markets Authority Act 2013:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 31.94
CAPE HEALTHCARE LIMITED45,840,983 31.87
WILTON ASSET MANAGEMENT LTD12,585,3708.75
Shareholding spread
Green Cross Health Limited’s shareholding spread as at 31 May 2026 is as follows:
Size of holdingHolders%Securities%
1 - 99931120.57 134,7370.10
1,000 - 9,99976150.33 2,527,8791.75
10,000 - 99,99937925.07 10,373,8967.21
100,000 - 499,999483.17 9,214,3896.41
500,000 - 999,99950.33 3,531,5602.46
1,000,000 and over80.53 118,051,68682.07
Total1512100.00 143,834,147100.00

Annual Report 2026 |69
w
Registered office
Green Cross Health Limited
Millennium Centre
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Telephone: +64 9 571 9080
Board
K Ellis
Independent Chair
J A Bagnall
Non-Executive Director
J B Bolland
Non-Executive Director
C Brockliss
Non-Executive Director
P M Merton
Non-Executive Director
K A Orr
Independent Director
C J Treneman
Independent Director
Officers
Rachael Newfield Group CEO
Kalpana Goundar CFO /
Company Secretary
Auditor
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland Central
Auckland 1010
Bankers
Bank of New Zealand
80 Queen Street
Auckland Central
Auckland 1010
Bank of China
66 Wyndham Street
Auckland Central
Auckland 1010
Websites
www.greencrosshealth.co.nz
www.lifepharmacy.co.nz
www.unichem.co.nz
www.livingrewards.co.nz
www.pilldrop.co.nz
www.thedoctors.co.nz
www.thedoctorsonline.co.nz
Investor relations
For investor relations enquiries:
Telephone: +64 9 571 9088
Email: investor.relations@gxh.co.nz
Share registrar
Computershare Investor
Services Limited
Private Bag 92119
Auckland, 1142
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Managing your
shareholding online:
To change your address, update
your payment instructions and
to view your registered details
including transactions, please visit:
www.investorcentre.com
General enquiries can be
directed to:
enquiry@computershare.co.nz
Telephone: +64 9 488 8700
Facsimile: + 64 9 488 8787
Please assist our registrar by
quoting your CSN
or shareholder number.
Company directory
GOVERNANCE