Oceania bond offer - final terms sheet

25 June 2026

Oceania bond offer – final terms sheet

Further to Oceania Healthcare Limited’s (Oceania) (NZX/ASX: OCA) announcement earlier
today, the final terms sheet relating to its offer of 6 year fixed rate, secured, unsubordinated
bonds has been provided to the NZX with this announcement and is available at
www.oceaniahealthcare.co.nz/investor-centre/bonds.

For further details investors can contact their usual financial advice provider.
This announcement has been authorised for release by the Chair of the Oceania Board.

Arranger and Joint Lead Manager
ANZ Bank New Zealand

Joint Lead Managers
Bank of New Zealand
Craigs Investment Partners Limited
Forsyth Barr Limited

ENDS

For all enquiries, please email investor@oceaniahealthcare.co.nz or phone 0800 333 688.


Oceania Healthcare
Level 26, HSBC Tower, 188 Quay Street, Auckland CBD, Auckland 1010
PO Box 9507, Newmarket, Auckland 1149, New Zealand
P +64 9 361 0350 F + 64 9 361 0351
www.oceaniahealthcare.co.nz

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Oceania Healthcare Limited
Final Terms Sheet
For an issue of $125,000,000 Secured Fixed Rate Bonds
Maturing 1 July 2032
25 June 2026
Joint Lead Managers
“The Lodge” resident clubhouse at Franklin Village, Auckland.
(Opened January 2026 with the delivery of 25 Stage 1 villas)

Page 2OCEANIA HEALTHCARE2026 FINAL TERMS SHEET
This final terms sheet (Terms Sheet) sets out the key terms of an issue
by Oceania Healthcare Limited (Oceania) of $125 million of 6 year
fixed rate, secured, unsubordinated bonds maturing on 1 July 2032
(Bonds). The Bonds will be issued under a master trust deed dated 25
September 2020 (as amended from time to time) (Master Trust Deed)
and supplemented by a supplemental deed dated 22 June 2026
entered into between Oceania and Public Trust as supervisor
(Supervisor
) (together, the Trust Documents). Unless the context
otherwise requires, capitalised terms u
sed in this Terms Sheet have the
same meaning given to them in the Trust Documents.
Important notice
The offer of Bonds by Oceania is made in reliance
upon the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA).
The offer contained in this Terms Sheet is an offer
of bonds that have identical rights, privileges,
limitations and conditions (except for the interest
rate and maturity date) as:
- Oceania’s $125 million fixed rate, secured,
unsubordinated bonds maturing on 19 October
2027 (with a fixed interest rate of 2.30% per
annum), which are currently quoted on the NZX
Debt Market under the ticker code OCA010 (the
OCA010 Bonds); and
- Oceania’s $100 million fixed rate, secured,
unsubordinated bonds maturing on 13 September
2028 (with a fixed interest rate of 3.30% per
annum), which are currently quoted on the NZX
Debt Market under the ticker code OCA020 (the
OCA020 Bonds).
Accordingly, the Bonds are of the same class as
the OCA010 Bonds and OCA020 Bonds for the
purposes of the FMCA and the Financial Markets
Conduct Regulations 2014 (FMC Regulations).
Oceania is subject to a disclosure obligation that
requires it to notify certain material information
to NZX Limited (NZX) for the purpose of that
information being made available to participants
in the market and that information can be found by
visiting www.nzx.com/companies/OCA.
The OCA010 Bonds and the OCA020 Bonds are the
only debt securities of Oceania that are in the same
class as the Bonds and are currently quoted on the
NZX Debt Market.
Investors should look to the market price of the
OCA010 Bonds and OCA020 Bonds to find out how
the market assesses the returns and risk premium
for those bonds. When comparing the yield of
two debt securities it is important to consider all
relevant factors (including the credit rating (if any),
maturity and the other terms of the relevant debt
securities).

OCEANIA HEALTHCAREPage 3
2026 FINAL TERMS SHEET
ISSUER
Oceania Healthcare Limited (Oceania).
DESCRIPTION
Fixed rate, secured, unsubordinated bonds (Bonds).
GUARANTEE
Payments on the Bonds are guaranteed by Oceania Village Company Limited, Oceania
Care Company Limited and Oceania Group (NZ) Limited under a guarantee contained
in the Global Security Deed described below.
Subsidiaries of Oceania may be added or removed as Guarantors from time to time.
Any person that becomes a guarantor of Oceania’s Bank Facility Agreement under the
Global Security Deed will also be a Guarantor of the Bonds.
PURPOSE
The net proceeds of the offer will be used to repay a portion of existing bank debt and for
general corporate purposes.
SECURITY
The Bonds are secured on an equal ranking basis with Oceania’s existing indebtedness.
The Bonds will have the benefit of:
•Mortgages in favour of the Security Trustee, including:
◦ Second registered mortgages in respect of land used for the purposes of a
registered Retirement Village (Retirement Village Land). The Statutory Supervisors
have first rights (ahead of the Security Trustee) to the proceeds of enforcement
of each such mortgage, and first ranking mortgages in favour of the relevant
Statutory Supervisor are typically also registered ahead of the Security Trustee.
◦ First registered mortgages over certain Land that is not Retirement Village Land.
This includes aged care facility freehold Land.
• General security over all the assets of Oceania and the Guarantors under the Global
Security Deed. The Statutory Supervisors have first rights (ahead of the Security
Trustee) to the proceeds of security enforcement against the assets of registered
Retirement Villages operated by Oceania Village Company Limited, (the Security).
The Security Trustee holds the Security for all creditors entitled to their benefit. This
includes (in addition to the Supervisor and the Bondholders) Oceania’s bank lenders and
hedging providers.
FINANCIAL COVENANTS
Loan to Valuation Ratio
Oceania agrees to ensure that, on each Semi-annual Test Date, the total principal
amount of financial indebtedness secured under the Global Security Deed is not more
than 50% of the valuation of all properties owned by Oceania and its subsidiaries.
Distribution Restriction
Under the Trust Documents Oceania is not permitted to make any distribution if an Event
of Default is continuing or if it would result in the occurrence of an Event of Default.
Refer to the Trust Documents for more detail on covenants that will apply to the Bonds.
CREDIT RATING
The Bonds will not be rated.
ISSUE AMOUNT
$125 million.
TERM
6 years.
NO PUBLIC POOL
All Bonds, including any oversubscriptions, will be reserved for subscription by clients of
the Joint Lead Managers, institutional investors and other primary market participants
invited to participate in the bookbuild conducted by the Joint Lead Managers.

OCEANIA HEALTHCAREPage 4
2026 FINAL TERMS SHEET
INTEREST RATE
5.55% per annum being the sum of the Swap Rate on the Rate Set Date and the
Issue Margin.
ISSUE MARGIN
1.85% per annum.
SWAP RATE
The mid-market rate for an interest rate swap of a term matching the period from the
Issue Date to the Maturity Date as calculated by the Arranger in consultation with
Oceania, according to market convention, with reference to Bloomberg page ‘ICNZ2’ (or
any successor page) on the Rate Set Date and expressed on a quarterly basis (rounded
to 2 decimal places, if necessary, with 0.005 being rounded up).
INTEREST PAYMENTS
Quarterly in arrear in equal payments on 1 January, 1 April, 1 July and 1 October in each
year (or if that day is not a Business Day, the next Business Day) until and including the
Maturity Date, with the first Interest Payment Date being 1 October 2026.
EARLY REDEMPTION
Bondholders have no right to require Oceania to redeem the Bonds prior to the Maturity
Date, except in the case of an Event of Default (as described in the Trust Documents).
Oceania may elect (at its discretion) to redeem all, but not some only, of the Bonds on
any Interest Payment Date after the third anniversary of the Issue Date by giving not less
than 20 Business Days’ notice of the redemption date.
If the Bonds are redeemed early in this manner, they will be redeemed for the greater of:
•their Principal Amount; and
• their market price (excluding interest), calculated as the arithmetic average of the
daily volume weighted average price (excluding interest) of Bonds traded through the
NZX Debt Market over the 10 Business Days immediately prior to the date on which
Oceania gave the redemption notice (or, if the Bonds have not traded on the NZX
Debt Market for at least half of such 10 Business Day period, the average price of
the Bonds for that period will be determined by an independent adviser appointed in
accordance with the Trust Documents (excluding interest)),
in each case together with accrued interest.
ISSUE PRICE
$1.00 per Bond, being the Principal Amount of each Bond.
MINIMUM APPLICATION
AMOUNT
$5,000 and multiples of $1,000 thereafter.
RECORD DATE
5.00pm on the date that is 10 days before the relevant scheduled Interest Payment
Date (prior to any adjustment to the Interest Payment Date to fall on a Business Day).
If the record date falls on a day which is not a Business Day, the record date will be the
immediately preceding Business Day.
ISIN
NZOCADT003C9
QUOTATION
Application has been made to NZX for permission to quote the Bonds on the NZX Debt
Market and all the requirements of NZX relating to that quotation that can be complied
with on or before the date of distribution of the Terms Sheet have been duly complied
with. However, the Bonds have not yet been approved for trading and NZX accepts no
responsibility for any statement in the Terms Sheet. NZX is a licensed market operator,
and the NZX Debt Market is a licensed market, under the FMCA.
NZX ticker code OCA030 has been reserved for the Bonds.

OCEANIA HEALTHCAREPage 5
2026 FINAL TERMS SHEET
TRANSFER
RESTRICTIONS
Bondholders are entitled to sell or transfer their Bonds at any time subject to the terms of
the Trust Documents and applicable securities laws and regulations.
No transfer may be made if the transfer would result in the transferor or the transferee
holding or continuing to hold Bonds with a Principal Amount of less than $5,000 (if not
zero) or if the transfer is not in multiples of $1,000.
ARRANGER
ANZ Bank New Zealand Limited (ANZ).
JOINT LEAD MANAGERS
ANZ, Bank of New Zealand, Craigs Investment Partners Limited and Forsyth Barr Limited.
SUPERVISOR
Public Trust.
SECURITY TRUSTEE
New Zealand Permanent Trustees Limited.
SECURITIES REGISTRAR
Computershare Investor Services Limited.
BROKERAGE
0.40% brokerage plus 0.35% on firm allocations paid by Oceania.
GOVERNING LAW
New Zealand.
SELLING RESTRICTIONS
General
No action has been or will be taken by Oceania which would permit an offer of Bonds,
or possession or distribution of any offering material, in any country or jurisdiction other
than New Zealand.
No person may purchase, offer, sell, distribute or deliver Bonds, or have in their
possession, publish, deliver or distribute to any person, any offering material or any
documents in connection with the Bonds, in any jurisdiction other than in compliance
w
ith all applicable laws and the specific selling restrictions set out below.
By subscribing for or otherwise acquiring any Bonds, you agree to indemnify, among
others, Oceania, the Supervisor and the Joint Lead Managers for any loss suffered as a
result of any breach by you of these selling restrictions.
Australia
This Terms Sheet is not a prospectus, product disclosure statement or any other
“
disclosure document” (as defined in the Corporations Act 2001 of Australia (the
Australian Corporations Act)) and does not contain all the information which would be
required in a “disclosure document” under the Australian Corporations Act. This Terms
Sheet has not been, and no prospectus or other disclosure document in relation to the
Bonds has been, or will be, lodged or registered with the Australian Securities &
Investments Commission (ASIC) or the Australian Securities Exchange. Oceania is not
listed or quoted on any sto
ck or securities exchange in Australia and is not subject to
any continuous disclosure requirements that apply in Australia.
This Terms Sheet or any other offering material relating to the Bonds may not be
d
istributed or published in Australia and the Bonds must not be offered for issue or sale
(or an invitation for offer or sale must not be made) in Australia (including an offer or
invitation which is received by a person in Australia) unless:
a
) the aggregate consideration payable by each offeree is at least A$500,000 (or its
equivalent in an alternative currency and, in either case, disregarding moneys lent
by the offeror or its associates) or the offer or invitation does not otherwise require
disclosure to investors under Parts 6D.2 or 7.9 of the Australian Corporations Act;
b) the offer or invitation does not constitute an offer to a “retail client” as defined for
the purposes of section 761G of the Australian Corporations Act;

OCEANIA HEALTHCAREPage 6
2026 FINAL TERMS SHEET
c)such action complies with all applicable laws and directives in Australia; and
d)such action does not require any document to be lodged with ASIC.
Prospective investors should not construe anything in this Terms Sheet as legal, tax or
other professional advice nor as financial product advice. In particular, if any financial
product advice is, in fact, held to be given by Oceania in connection with this Terms
Sheet, it is general advice only. Oceania does not hold an Australian financial services
licence and is not licensed to provide financial product advice in relation to the Bonds. No
cooling-off regime applies to investors of the Bonds.
OPENING DATE
Monday, 22 June 2026
CLOSING DATE
Thursday, 11.00 am 25 June 2026
RATE SET DATE
Thursday, 25 June 2026
ISSUE DATE AND ALLOTMENT DATE
Wednesday, 1 July 2026
EXPECTED DATE OF INITIAL QUOTATION
MATURITY DATE
Thursday, 1 July 2032
IMPORTANT DATES
The dates set out in this Terms Sheet are indicative only and are subject to change. Oceania has the right in its absolute
discretion and without notice to close the offer early, to extend the Closing Date (subject to the NZX Listing Rules), or to
choose not to proceed with the offer. If the Closing Date is changed, other dates (such as the Rate Set Date, the Issue Date,
the expected date of initial quotation and trading of the Bonds on the NZX Debt Market, the Interest Payment Dates and the
Maturity Date) may be changed accordingly.
Other Information
Copies of the Trust Documents are available at Oceania’s website at www.oceaniahealthcare.co.nz/investor-centre/bonds.
Any internet site addresses provided in this Terms Sheet are for reference only and, except as expressly stated otherwise, the
content of any such internet site is not incorporated by reference into, and does not form part of, this Terms Sheet.
Investors should seek qualified independent financial and taxation advice before deciding to invest. In particular, you should
consult your tax adviser in relation to your specific circumstances. Investors will also be personally responsible for ensuring
compliance with relevant laws and regulations applicable to them (including any required registrations).
The Arranger, the Joint Lead Managers and their respective directors, officers, employees and agents:
a)have not authorised or caused
the issue of, or made any statement in, any part of this Terms Sheet;
b) do not make any representation, recommendation or warrant
y, express or implied regarding the origin, validity,
a
ccuracy, adequacy, reasonableness or completeness of, or any errors or omissions in, any information, statement
or opinion contained in this Terms Sheet; and
c) to the extent permitted by law, do not accept any responsibility or liability for this Terms Sheet or for any loss arising
from this Terms Sheet or its contents or otherwise arising in connection with the o ffer of Bonds.
Thursday, 2 July 2026
This Terms Sheet does not constitute financial advice or a recommendation from the Arranger, any Joint Lead Manager or
any of their respective directors, officers, employees, agents or advisers to purchase, any Bonds. You must make your own
independent investigation and assessment of the financial condition and affairs of Oceania before deciding whether or not
to invest in the Bonds.
For further information regarding Oceania, visit www.nzx.com/companies/OCA.

OCEANIA HEALTHCAREPage 7
2026 FINAL TERMS SHEET
Issuer
Oceania Healthcare Limited
Level 26, HSBC Tower
188 Quay St
Auckland 1010
Registrar
Computershare Investor
Services Limited
Level 2, 159 Hurstmere Rd
Takapuna
Auckland 0622
Private Bag 92119
Auckland 1142
Legal Adviser to
Oceania
Chapman Tripp
Level 34, PwC Tower
15 Customs St West
Auckland 1010
Supervisor
Public Trust
Level 16, SAP Tower
151 Queen St
Auckland 1010
Security Trustee
New Zealand Permanent
Trustees Limited
Level 16, SAP Tower
151 Queen St
Auckland 1010
Arranger and Joint Lead
Manager
ANZ Bank New Zealand
Limited
Level 26, 23-29 Albert St
Auckland 1010
Joint Lead Managers
Bank of New Zealand
Level 6, 80 Queen St
Auckland 1010
Craigs Investment
Partners Limited
Level 32, Vero Centre
48 Shortland St
Auckland 1010
Forsyth Barr Limited
Level 23, Shortland & Fort
88 Shortland St
Auckland 1010
CONTACT INFORMATION