Capital Change Notice - Grant of Restricted Share Rights

Capital Change Notice

Updated as at February 2025

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

This notice is given under the NZX Listing Rule 3.13.1 and relates to the grant of restricted share
rights (RSRs) to acquire ordinary shares in Oceania Healthcare Limited under the Oceania
Healthcare Restricted Share Right Plan (Plan).

Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
NZX ticker code OCA
Class of financial product Restricted right to acquire ordinary shares
ISIN (If unknown, check on NZX website) NZOCAE0002S0
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 370,852 RSRs
Nominal value (if any) N/A
Issue/acquisition/redemption price per security N/A
Nature of the payment (for example, cash or
other consideration)
No consideration is payable for the issue of
RSRs, in accordance with the Oceania
Restricted Share Rights Plan Rules.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

145.8308% of all RSRs currently on issue
For an issue of Convertible Financial Products
or Options, the principal terms of Conversion
(for example the Conversion price and
Conversion date and the ranking of the
Financial Product in relation to other Classes of
Financial Product) or the Option (for example,
the exercise price and exercise date)
Subject to continued employment, RSR
holders will be deemed to have exercised
their RSRs not less than 10 Business Days
following the applicable vesting date, being:
(a) in respect of 63,048 RSRs, one month
from the grant date;
(b) in respect of 102,602 RSRs, 12 months
from the grant date;
(c) in respect of 102,602 RSRs, 24 months
from the grant date; and
(d) in respect of 102,600 RSRs, 36 months
from the grant date.
The grant date for all of the RSRs is 5 June
2026.
Each RSR entitles the holder to receive one
ordinary share in OCA on vesting and
exercise, subject to adjustment for

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

satisfaction of tax obligations of the
participants. The exercise price was nil.
Reason for issue/acquisition/redemption and
specific authority for
issue/acquisition/redemption/ (the reason for
change must be identified here)
The Board of OCA has resolved to offer the
RSRs to select Executive Team Members
(including the CEO and CFO) in order to:
(a) reward and retain the Executives;
(b) drive longer-term performance and
alignment of incentives of the Executives
with the interests of Oceania’s
shareholders; and
(c) encourage longer term decision-making
by the Executives.
Total number of Financial Products of the Class
after the
issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number
of Financial Products of the Class held as
Treasury Stock after the
issue/acquisition/redemption.
625,155 RSRs
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolutions and directors’ certificate
dated 16 June 2026 and NZX Listing Rule
4.6.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
RSRs are subject to the Oceania Healthcare
Restricted Share Right Plan Rules.
New ordinary shares issued upon exercise of
the RSRs will rank equally in all respects with
the ordinary shares already on issue.
Date of issue/acquisition/redemption
2
16 June 2026
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Sarah Miller
Contact person for this announcement Sarah Miller
Contact phone number + 64 21 937 857
Contact email address company.secretary@oceaniahealthcare.co.nz
Date of release through MAP

17 June 2026