Green Cross Health Limited - Annual Shareholders' Meeting

The Meeting will be held:
Time: 10:00am
Date: 14 July 2026
Where: Ellerslie Event Centre, 100 Ascot Avenue, Greenlane, Auckland

IMPORTANT:
This is an important document and requires your urgent attention. You are encouraged to vote
and have your say. You should read this document carefully and in its entirety before deciding
how to vote.
NOTICE OF MEETING OF
SHAREHOLDERS OF
GREEN CROSS HEALTH LIMITED

Pg. 2
IMPORTANT INFORMATION
In addition to serving as a Notice of Meeting for Green
Cross Health’s Annual Meeting of Shareholders, the
purposes of this document are to:
• provide you with information about the proposed sale
of the Medical Division by Green Cross Health;
• summarise the material terms and conditions of the
Transaction and explain their effect;
• explain the manner in which the Transaction will be
considered by Shareholders; and
• provide you with information that could reasonably
be expected to be material to your decision whether
to vote in favour of or against the Transaction.
Your decision
This document does not take into account your individual
investment objectives, financial situation or needs. You
must make your own decisions and seek your own advice
in this regard.
The information and recommendations contained in this
document do not constitute, and should not be taken as
constituting, financial advice, financial product advice,
investment advice, tax advice or legal advice.
If you are in any doubt as to what you should do, you
should seek advice from your financial, investment,
taxation or legal advisers before making any decision
regarding the Transaction.
NZX
NZX accepts no responsibility for any statement in this
document. NZX is a licensed market operator, and the
NZX Main Board is a licensed market under the Financial
Markets Conduct Act 2013.
Forward-looking statements
This document contains certain forward-looking
statements. You should be aware that there are risks (both
known and unknown), uncertainties, assumptions and
other important factors that could cause the actual
conduct, results, performance or achievements of Green
Cross Health to be materially different from the future
conduct, market conditions, results, performance or
achievements expressed or implied by such statements or
that could cause future conduct to be materially different
from historical conduct.
No person (including Green Cross Health and its directors,
officers, employees and advisers) gives or makes any
representation, warranty, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this document will actually
occur or assumes any obligation to provide any additional
information or update these forward-looking statements
for events or circumstances that occur subsequent to the
date of this document. You are strongly cautioned against
relying on any forward-looking statements.
Non-NZ GAAP financial information
This document includes certain financial measures that
are 'non-GAAP (generally accepted accounting practice)
financial information' under Guidance Note 2017:
'Disclosing non-GAAP financial information' published by
the New Zealand Financial Markets Authority.
Non-GAAP measures can be useful for investors and other
users of this information as they can provide additional
insight into an entity’s financial performance, financial
condition and/or cash flow. Such financial information
and financial measures do not have standardised
meanings prescribed under New Zealand equivalents to
International Financial Reporting Standards (NZ IFRS) or
International Financial Reporting Standards (IFRS) and,
therefore, may not be comparable to similarly titled
measures presented by other entities, and should not be
construed as an alternative to other financial measures
determined in accordance with NZ IFRS or IFRS. The non-
GAAP measures have not been subject to audit or
assurance review by an auditor or third party. You are
cautioned, therefore, not to place undue reliance on any
such financial information included in this document.
Pro forma financial information
This document contains certain pro forma financial
information. That pro forma financial information is
provided for illustrative purposes only and is not
represented as being indicative of Green Cross Health’s
future financial position and/or performance. The pro
forma financial information has not been subject to audit
or assurance review by an auditor or third party.
No internet site forms part of this document
Any references in this document to any website are for
informational purposes only. No information contained
on any website forms part of this document.
To the maximum extent permitted by law, Green Cross
Health and its directors, officers, employees and advisers
do not assume any responsibility for the contents of any
website referenced in this document.
Effect of rounding
A number of figures, amounts, percentages, prices,
estimates, calculations of value and fractions in this
document are subject to the effect of rounding.
Accordingly, actual calculations may differ from amounts
set out in this document and figures in charts and tables
may not add to totals.

Pg. 3

CONTENTS
Section Page
Letter from the Chair
4
Notice of Meeting
6
Procedural Notes
7
Explanatory Notes
10
Glossary
23
Directory
25
Appendix – Historical Pro Forma Financial
Information
27

Pg. 4
LETTER FROM THE CHAIR
26 June 2026
Dear Shareholder
On behalf of the Board of Green Cross Health, I am pleased to invite you to attend the Shareholder
Meeting on Tuesday, 14 July 2026 at which, in addition to usual Annual Meeting business,
Shareholders will be asked to consider and approve the sale of Green Cross Health’s Medical Division
to Tend Health.
This Notice of Meeting sets out a summary of, and the strategic rationale for, the sale of the Medical
Division, a description of the Medical Division, certain other information relating to the sale and
important information on how to cast your vote. I encourage you to read this Notice of Meeting
carefully, and in its entirety, as it contains information that you should consider before casting your
vote.
The decision to sell the Medical Division has not been made lightly by the Board. However, Green
Cross Health has its origins in pharmacy and the sale of the Medical Division enables Green Cross
Health to refocus its strategy on its core pharmacy interests and realise value for shareholders. The
Board undertook a thorough sale process involving a number of interested parties. The Board
considers that the terms of the transaction are fair and reasonable to, and that the sale is in the best
interests of, Green Cross Health and Shareholders.
Tend Health is a primary care provider in New Zealand delivering GP services through a network of
clinics and a nationwide digital platform. Tend Health is backed by a number of iwi and local
investors, meaning the Medical Division will remain under New Zealand ownership.
In deciding to sell the Medical Division, the Board considered the Group’s strategic direction and the
respective positions of each of the Pharmacy and Medical Divisions. This included considering each
division’s core strengths and the fact that they operate separately, while also taking into account
Green Cross Health being a less diversified business if the Medical Division was sold. Taking the
relevant factors into account, the Board considers that the Medical Division is rightly positioned for
new ownership, leaving the Group to focus on the opportunities for Pharmacy Division which include
expanding the pharmacy related services and product offerings through omni-channel engagement.
Your vote is important. The Board strongly encourages you to exercise your right to vote on this
important matter. You may do so by attending the meeting in person, or by appointing a proxy in
accordance with the Procedural Notes set out in this Notice of Meeting.
The sale is conditional on the approval of Shareholders. Subject to Shareholder approval being
obtained, the Board expects the sale to complete on 31 July 2026.
The Board considers the sale of the Medical Division to be in the best interests of Green Cross Health
and its shareholders and unanimously recommends that shareholders vote in favour of the Special
Resolution (Resolution 4) to approve the sale. All Directors who hold or control shares in Green Cross

Pg. 5
Health and persons associated with them who are also shareholders intend to cast their votes in
favour of the Special Resolution.
Yours sincerely,
K
im Ellis
Chair
Green Cross Health Limited

Pg. 6
NOTICE OF MEETING
Notice is given that the 2026 Annual Meeting of Shareholders of Green Cross Health Limited will be
held:
Time:
10:00am
Date: 14 July 2026
Where: Ellerslie Event Centre, 100 Ascot Avenue, Greenlane, Auckland
Bu
siness:
A.Chair’s Address
B.Group Chief Executive Officer’s Address
C.Audited Financial Statements
D.Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
1.That Catherine Treneman be elected as a Director of Green Cross Health.
2.That Andrew Bagnall be re-elected as a Director of Green Cross Health.
3.That the Directors be authorised to fix the remuneration of the Auditor for the
ensuing year.
To consider and, if thought fit, to pass the following special resolution:
4.That the sale of all of the shares in Green Cross Health Medical Limited, as
described in the Explanatory Notes, is approved for all purposes, including for the
purposes of section 129 of the Companies Act 1993 and NZX Listing Rule 5.1.1.
E.T
o consider any other matters that may be properly brought before the Meeting.
Voting will be by way of poll.
By order of the Board
Kim
Ellis
Chair of the Board
26 June 2026

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PROCEDURAL NOTES
How to attend the Shareholder Meeting
Shareholders may attend the Shareholder Meeting in person.
If you are attending the Shareholder Meeting, please bring your proxy form that is enclosed with this
Notice of Meeting intact to the Shareholder Meeting, as it contains a barcode required for registration
at the Shareholder Meeting.
Voting
Each of Resolutions 1, 2 and 3 to be put to Shareholders at the Shareholder Meeting is an ordinary
resolution. The voting threshold for approval of each of Resolutions 1, 2 and 3 is a simple majority of
the votes of Shareholders who are entitled to vote and who actually vote, must be voted in favour of
the relevant Resolution.
Resolution 4 to be put to Shareholders at the Shareholder Meeting is a special resolution. The voting
threshold for approval of Resolution 4 is that 75% or more of the votes of Shareholders who are
entitled to vote and who actually vote, must be voted in favour of Resolution 4.
Each Resolution is independent of any other Resolution being passed.
There are no voting restrictions on the Resolutions.
The only persons entitled to vote at the Shareholder Meeting are persons who are registered as
Shareholders as at 5:00pm on 9 July 2026 (or the Representatives of those Shareholders).
If you are entitled to vote at the Shareholder Meeting, you may do so in one of the following ways:
•You may attend and vote at the Shareholder Meeting in person.
•You may appoint a proxy (or, if applicable, a Representative) to vote on your behalf at th
e
S
hareholder Meeting.
Proxies
Any Shareholder may appoint a proxy to attend the Shareholder Meeting and vote on the
Shareholder’s behalf. If you wish to do so, you must complete and return the proxy form or submit a
proxy appointment online, in each case in accordance with the applicable instructions.
You can submit a proxy appointment:
•Online: www.investorvote.co.nz
•By email: By completing the proxy form that is enclosed with this Notice of Meeting and sending
a scanned copy of that form by email to: corporateactions@computershare.co.nz
•By mail: By completing the proxy form that is enclosed with this Notice of Meeting and mailing i
t
t
o: Computershare Investor Services Limited, Private Bag 92119, Victoria Street
West, Auckland 1142

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•In person: By completing the proxy form that is enclosed with this Notice of Meeting and
d
elivering it to: Computershare Investor Services Limited, Level 2, 159 Hurstmere
Road, Takapuna, Auckland 0622
If you appoint a proxy, you can direct the proxy to vote “For” or “Against” a Resolution or to “Abstain”
from voting on a Resolution by ticking the applicable box on the proxy form / online proxy
appointment. Alternatively, you can let your proxy decide how to vote on a Resolution by ticking the
“Proxy Discretion” box on the proxy form / online proxy appointment. If you do not tick a box, then
your proxy will have discretion on how to vote on your behalf. Once you have appointed a proxy you
can change the identity of your proxy and/or your voting directions by submitting a new proxy
appointment in the manner set out above.
A proxy does not need to be a Shareholder. You may, if you wish, appoint the Chair of the Shareholder
Meeting or any Director as your proxy. If you do so and your voting direction is “Proxy Discretion”,
then all such persons intend to vote in favour of all of the Resolutions.
If you do not name a person as your proxy but you have otherwise completed the proxy form in full
(including voting directions) or if your named proxy does not attend the Shareholder Meeting, the
Chair of the Shareholder Meeting will act as your proxy and will vote in accordance with your express
direction. If your express direction is to grant “Proxy Discretion”, then the Chair will vote in favour of
all of the Resolutions.
To be valid, any proxy appointment (including any change to a proxy appointment or voting
directions) must be received before 10:00am on 12 July 2026. If you attend the Shareholder Meeting,
you may, but you are not required to, revoke your proxy by voting directly on the Resolutions.
Representatives
For the purposes of this Notice of Meeting, a “Representative” is a corporate representative for, or a
person who is legally entitled to exercise voting rights on behalf of, a Shareholder (such as a “Personal
Representative” (as defined in the Green Cross Health constitution) of the Shareholder or a person
who has been appointed as an attorney for a Shareholder under a power of attorney).
A corporation that is a Shareholder may appoint a corporate representative to vote at the Shareholder
Meeting on its behalf in the same manner as that in which it could appoint a proxy.
Any person representing a Shareholder as a Personal Representative or as an attorney under a power
of attorney must bring evidence of their authority to vote at the Shareholder Meeting on behalf of the
Shareholder and, if applicable, the power of attorney.
Shareholder questions
There will be an opportunity for Shareholders to ask questions during the Shareholder Meeting.

Pg. 9
Shareholders may also submit questions in advance of the Shareholder Meeting. To do so, please
complete the question section of the proxy form, or email your questions to
corporateactions@computershare.co.nz by 10:00am on 12 July 2026. Please make the subject of your
email “Green Cross Shareholder Question”.

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EXPLANATORY NOTES
Explanatory Note 1 – Director Election
Under Green Cross Health’s constitution and NZX Listing Rule 2.7.1, a Director appointed by the
Board must not hold office (without election) past the next annual meeting following their
appointment. Catherine Treneman, having been appointed by the Board following the 2025 Annual
Meeting, now offers herself for election at the Shareholder Meeting.
Background on Catherine Treneman
C
atherine 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 Green Cross Health in September 2025.
Catherine Treneman is considered by the Board to be an Independent Director.
E
xplanatory Note 2 – Director Re-e lection
Under Green Cross Health’s constitution and NZX Listing Rule 2.7.1, a Director must not hold office
(without re-election) past the third annual meeting following the Director’s appointment or three
years, whichever is longer. Accordingly, Andrew Bagnall will retire and offer himself for re-election at
the Shareholder Meeting.
Background on Andrew Bagnall

Pg. 11
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 Green Cross Health in August 2009.
Andrew Bagnall is considered by the Board to be a Non-independent Director.
E
xplanatory Note 3 – Auditor’s Remuneration
KPMG Auckland, the current auditor of Green Cross Health, will be automatically reappointed under
section 207T of the Companies Act 1993. Resolution 3 authorises the Directors to fix the fees and
expenses of KPMG Auckland as Green Cross Health’s auditor in accordance with section 207S of the
Companies Act 1993.
E
xplanatory Note 4 – Sale of Green Cross Health’s Medical Division
Overview of the Transaction
The Transaction involves the sale by Green Cross Health of all of the shares in Green Cross Medical,
the holding company of the Medical Division, to Tend Health for an estimated purchase price of $270
million (subject to certain post-Completion adjustments as discussed below).
Tend Health is a New Zealand owned and operated primary healthcare provider delivering GP services
through a network of clinics and a nationwide digital platform.
The Transaction is conditional on Shareholder approval by special resolution. This condition is
described in more detail below. Green Cross Health will provide an announcement through NZX
following the Shareholder Meeting to confirm whether this condition has been satisfied.
The proceeds of the sale will be used to repay Green Cross Health’s bank debt in full. The Board will
also consider the most appropriate and tax efficient use of the balance of the sale proceeds having

Pg. 12
regard to the earnings outlook of the Pharmacy Division, prudent cash and debt levels, and the
Board’s strategy for the Pharmacy Division going forward.
Further details in respect of the Transaction and its effect on Green Cross Health are set out below.
R
ationale for the Transaction
Green Cross Health’s origins are in pharmacy. Having assessed the Group’s strategic direction and
the respective positions of each of the Pharmacy Division and the Medical Division, the Board has
decided to focus the Group’s future on its core pharmacy interests. The Board considers that the
Medical Division has reached a natural inflection point in its development and that requires dedicated
focus to drive positive change in primary care.
Key factors informing the Board’s assessment include:
•The Pharmacy Division and the Medical Division each focus on their core strengths and operate
separately.
•The Medical Division already operates with a high degree of independence from the broader
Group, maintaining its own management structure, clinical governance and operational decision-
making.
•The Medical Division has received approval for direct funding via the establishment of a new
Primary Health Organisation, Community Care Limited, effective from 1 July 2026.
•The Group has experience in managing a successful divestment, having transitioned the Acce
ss
Co
mmunity Health division in 2022 with no disruption to patient care or staff.
D
escription of the Medical Division
Overview
The Medical Division was established following the acquisition of Radius Care’s primary care business
in 2011 (which included six GP clinics) and has expanded through further acquisitions, including the
acquisition of Peak Primary (11 clinics) in 2014 and other clinic acquisitions in subsequent years.
Today, the Medical Division has a network of 65 clinics delivering coordinated primary care to more
than 400,000 enrolled patients.
The Medical Division’s network of clinics includes wholly-owned clinics, partner clinics (in which
Green Cross Medical has a majority interest), and associate clinics (in which Green Cross Medical has
a minority interest). The clinics trade under various names, including “The Doctors” and “The
Doctors Online”.
The network spans metropolitan, regional and rural communities across New Zealand, with particular
focus in Auckland and the Upper North Island. The network has a workforce of approximately 1,200

Pg. 13
people, including general practitioners, nurse practitioners, nurses, extended care paramedics,
healthcare assistants along with support and management staff.
In addition to its physical clinics, the Medical Division offers accessible primary care through digital
channels, including virtual consultations, online bookings, e-prescriptions and an integrated patient
app and portal with approximately 165,000 registered users.
Geographic Coverage
The network’s geographic coverage across major regions is summarised in the table below.
Region Number of Clinics Enrolled Population
Upper North Island 14 8% of enrolled population
Auckland 26 11% of enrolled population
Lower North Island 14 8% of enrolled population
South Island 11 4% of enrolled population
O
verview of the sale process
The Board appointed Deloitte to undertake a sale process in respect of the Medical Division. A strong
level of interest in the Medical Division was received. Following receipt of non-binding indicative
offers from a number of interested parties, a limited number of those parties were invited to
undertake due diligence on the Medical Division and to submit final offers. The Board did not
commission any external valuation reports for the Medical Division. The Board is comfortable that a
competitive and highly contested sale process was run and that through this process the terms of a
sale transaction (including price and execution certainty) were appropriately market-tested. The
Purchaser was ultimately selected by the Board as the preferred purchaser based on all of the terms of
its offer. The Board considers the final terms of the Sale Agreement are fair and reasonable to, and the
sale transaction is in the best interests of, Green Cross Health and Shareholders.
S
ummary of the Sale Agreement and the Transaction
The Transaction involves the sale by Green Cross Health of all of the shares in Green Cross Medical to
Tend Health pursuant to a sale and purchase agreement between Green Cross Health, Tend Health
and Tend Holdings dated 1 June 2026. Tend Holdings is a party to the Sale Agreement as it has
agreed to guarantee the obligations of Tend Health under the Sale Agreement. This section contains a
summary of the material key terms of the Sale Agreement.
Purchase Price
The estimated purchase price is $270 million and is subject to post-Completion adjustments to reflect
the actual cash, debt and working capital amounts at Completion and to reflect the actual interest in

Pg. 14
certain non-wholly owned companies within the Medical Division included in the sale. Accordingly,
the final purchase price may be higher or lower than the estimate.
Shareholder approval condition
The Sale Agreement is conditional on Shareholders approving the Transaction by special resolution
(“Shareholder Approval Condition”).
If the Shareholder Approval Condition is not satisfied by 31 July 2026 (or such other date as Green
Cross Health and the Purchaser may agree), the Sale Agreement may be terminated by either Green
Cross Health or the Purchaser. If the Sale Agreement is terminated, Completion will not occur.
If the Special Resolution to be considered by Shareholders at this Shareholder Meeting is passed, the
Shareholder Approval Condition will be satisfied.
Completion Date
If the Special Resolution is passed at this Shareholder Meeting, Green Cross Health expects
Completion to occur on 31 July 2026.
Termination rights
As noted above, either Green Cross Health or the Purchaser may terminate the Sale Agreement if the
Shareholder Approval Condition is not satisfied by 31 July 2026 (or such other date as Green Cross
Health and the Purchaser may agree). In addition, either Green Cross Health or the Purchaser may
terminate the Sale Agreement if the other party defaults in a material way in performing its
obligations under the Sale Agreement and fails to remedy that default within five business days or if
regulatory intervention prevents Completion from occurring.
Restraint of Trade
Green Cross Health has agreed that subject to certain exceptions, for a period of two years following
Completion, it will not and will procure that none of the members of the Group which it ultimately
controls will be involved, directly or indirectly, in any business the same as or substantially the same
as the business of the Medical Division. Green Cross Health has also agreed to customary non-
solicitation provisions in respect of the Purchaser’s group, subject to the usual exceptions.
Warranties and Indemnities
Under the Sale Agreement, as is customary, Green Cross Health provides various warranties and
indemnities to the Purchaser in relation to the Medical Division and in relation to any tax liabilities of
the Medical Division which relate to the period prior to Completion.
The Purchaser has obtained warranty and indemnity insurance which means that, except in the case
of fraud on the part of Green Cross Health, the Purchaser will not have any claim or remedy against
Green Cross Health for any breach of these warranties or under the tax indemnity under the Sale
Agreement.

Pg. 15
Related Agreements
In connection with the entry into the Sale Agreement, entities within the Green Cross Health group
and the Tend Health group will also enter into:
•A Transitional Services Agreement, which sets out the terms on which certain IT and
employment related services, office space and general assistance will be provided by Green
Cross Health to Green Cross Health Medical for a short period of time following Completion, to
allow the Medical Division to transition from Group arrangements to their own arrangements
on a standalone basis.
•A Trade Mark Co-User Agreement, which sets out certain arrangements regarding the use after
Completion of the business trade marks of the Medical Division and Green Cross Health’s
‘green cross’ trade mark.
The Purchaser
Launched in 2020, Tend Health is a New Zealand owned and operated primary healthcare provider.
Tend Health is wholly owned by Tend Holdings. Tend Holdings’ shareholders include interests
associated with Cecilia and James Robinson, Ngāi Tahu Holdings, Ngāti Whātu a Ōrākei and
Pencarrow Private Equity.
Tend operates in New Zealand through “Tend” branded and non-branded clinics and non-wholly
owned “Better Health Limited” branded clinics. Tend also provides GP services through its “Online
Now 24/7” platform. Tend has established its own PHO, Arataki PHO.
Further information regarding Tend Health can be found at www.tend.nz.
Sale proceeds
The sale proceeds will be used to repay the Group’s bank debt in full which, as at 31 March 2026 was
$14 million. The Board will also consider the most appropriate and tax efficient use of the balance of
the sale proceeds, having regard to the earnings outlook of t he Pharmacy Division, prudent cash and
debt levels, and the Board’s strategy for the Pharmacy Division going forward. This may include
retaining proceeds to invest in the growth of the Pharmacy Division and/or a distribution or return of
capital to Shareholders. No final decision on these matters will be made until at least after the
Transaction completes and the post-Completion purchase price adjustments have been finalised.
Green Cross Health after the Transaction
Following Completion, Green Cross Health will focus on the Pharmacy Division and its business. The
Pharmacy Division currently has a network of over 300 pharmacies throughout New Zealand,

Pg. 16
operating under the Unichem and Life Pharmacy brands. Of these, Green Cross Health has an equity
interest in 83 pharmacies, with the balance operating under brand licence arrangements.
The Medical Division’s workforce of over 1,200 employees and contractors will cease to be part of
Green Cross Health at Completion, and the remaining workforce of approximately 1,300 employees
and contractors will be fully focused on the Pharmacy Division. Wayne Woolrich (General Manager –
Medical) will leave Green Cross Health at Completion and will continue his role with the Medical
Division under the ownership of the Purchaser.
Green Cross Health’s future focus for the Pharmacy Division includes:
•expanding the delivery of services through Care & Advice Health Hubs in Unichem and Life
Pharmacies to improve patient access to timely, community-based healthcare;
•offering differentiated brands and product ranges, underpinned by a high-quality, professionall
y
l
ed 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; and
•disciplined operational execution, including improved workforce productivity, active occupancy
cost management and margin optimisation.
Hi
storical Pro Forma Financial Information
This section shows historical pro forma financial information for the Pharmacy Division and the
Medical Division, as if the Transaction had already happened. The purpose is to help Shareholders
understand the estimated financial impact of the Transaction on Green Cross Health’s past financial
performance and position. It is not intended to represent the actual or future financial performance or
position of either the Pharmacy Division or the Medical Division. The historical pro forma financial
information may not reflect the strategies or operational decisions Green Cross Health might have
followed without the Medical Division.
The total Green Cross Health reported historical financial information (“Group Reported”) has
been extracted from Green Cross Health’s audited financial statements for the years ended 31 March
2026 and 31 March 2025. These financial statements were audited by KPMG in line with International
Standards on Auditing (New Zealand), with unmodified opinions. These audited financial statements
are available on the Green Cross Health website (www.greencrosshealth.co.nz) and the NZX website
(www.nzx.com).
The historical pro forma financial information has been prepared using data from Green Cross
Health’s accounting records, which are the basis of the audited financial statements. Pro forma

Pg. 17
adjustments have been made to reflect the impacts of the Sale Agreement. All pro forma intra-group
transactions and balances between the Pharmacy Division and the Medical Division have been
eliminated to align the pro forma information with Green Cross Health’s reported numbers.
Supporting details of the calculations of historical pro forma financial information and the pro forma
adjustments are included in the Appendix.
The pro forma financial information in this Notice of Meeting has not been subject to audit or
assurance review by an auditor or third party.
Historical Reported and Pro Forma Statements of Profit or Loss

1

1
Corporate costs have been allocated to the Pharmacy Division and the Medical Division. The Appendix includes a
reconciliation of this allocation.
2
Items below Profit before interest and tax have been allocated to each division using data from Green Cross Health’s
accounting records.
3
Includes $1.2m of divestment transaction costs for the year ended 31 March 2026.
Historical Pro Forma Statements of Financial Position as at 31 March 2026
Group
Reported
Pharmacy
Division
Historical
P
ro Forma
Medical
Division
Historical
P
ro Forma
Group
Reported
Pharmacy
Division
Historical
P
ro Forma
Medical
Division
Historical
P
ro Forma
External revenues544,503378,737165,766523,752370,366153,386
Other income1,4731,47366
Cost of products sold(235,120)(234,922)(198)(222,919)(222,702)(217)
Employee benefit expense(195,546)(82,338)(113,208)(191,229)(83,221)(108,008)
Lease expenses(2,898)(2,195)(
703)(3,125)(2,760)(365)
Other expenses(48,742)(31,951)(16,791)(49,991)(34,049)(15,942)
Depreciation and amortisation(5,162)(3,296)(1,866)(4,770)(2,840)(1,930)
Depreciation - leases(15,392)(9,464)(5,928)(14,584)(8,744)(5,840)
Impairment- -
- (7)(7)-
Share of equity accounted net earnings2,1454741,6711,5901751,415
Profit before interest and tax
2
45,26116,51828,74338,72316,22422,499
Interest income38730186588476112
Interest expense(1,592)(661)(931)(2,101)(1,193)(908)
Interest expense - leases(8,240)(3,736)(
4,504)(8,374)(3,830)(4,544)
Profit before tax35,81612,42223,39428,83611,67717,159
Tax expense(9,921)(4,019)(5,902)(8,093)(3,408)(4,685)
Profit after tax25,8958,40317,49220,7438,26912,474
Non-controlling interest(5,500)(4,105)(
1,395)(4,768)(3,281)(1,487)
Net Profit attributable to the shareholders of the
Parent
20,3954,29816,09715,9754,98810,987
Normalisation adjustment
3
1,1751,175
Normalised Net Profit attributable to the
shareholders of the Parent
21,5705,47316,0971
5,9754,98810,987
For the year ended 2026For the year ended 2025
NZD $'000
NZD $'000
Group
Reported
Pharm acy
Div ision
Historical
Pro Form a
Medical
Div ision
Historical
Pro Form a
Total assets392,027223,395168,632
Total liabilities(201,196)(122,990)(7 8,206)
Net assets190,831100,40590 ,42 6

Pg. 18
Key assumptions supporting pro forma adjustments
•The proceeds from the Transaction are not included in the historical pro forma financial
information.
•Standalone cost pro forma adjustments have not been made in the Medical Division historical pro
forma statement of profit or loss. When marketing the Medical Division for sale, additional
standalone costs of $2.1 million were factored in.
•A normalisation adjustment of $1.2m of divestment transactions costs has been made to the 3
1
March 2026 reported result and the Pharmacy Division historical pro forma result.
•No restructure of corporate costs or other overheads have been assumed in the Pharmacy Division
historical pro forma statement of profit or loss.
•Intercompany borrowings between the Pharmacy Division and the Medical Division are fully
eliminated in Green Cross Health’s consolidated financial statements. The pro forma adjustment
s
r
eflect full settlement of these balances.
K
ey risks of the Transaction
A summary of the key risks in relation to the Transaction is set out below. These risks relate to the
Transaction and should not be regarded as a summary of the risks that apply to Green Cross Health,
the Medical Division or the Pharmacy Division, or its or their business generally, whether before or
after Completion of the Transaction.
•There are risks associated with the Transaction including the Transaction not proceeding to
Completion (and therefore Green Cross Health remaining the owner of the Medical Division).
Green Cross Health has sought to mitigate these risks by limiting the conditions in the Sale
Agreement to only the Shareholder Approval Condition and requiring warranty and indemnity
claims to be insured under a warranty and indemnity insurance policy.
•There is a risk that the Purchaser (or the relevant member of its group) may not perform its
obligations under the Sale Agreement or any ancillary agreements entered into in connection with
the Transaction. A failure by the Purchaser to satisfy its obligations under those agreements could
result in disruption to the operations of Green Cross Health or additional costs for Green Cross
Health, including potentially in connection with pursuing remedies in respect of such failure.
Green Cross Health has sought to mitigate this risk through the inclusion of contractual
protections in the Sale Agreement, including termination rights and a guarantee from Tend
Holdings.
•Following Completion, Green Cross Health will be a less diversified business, with its operations
concentrated in the Pharmacy Division. As a result, Green Cross Health will be more exposed to
risks affecting the pharmacy sector specifically, including:

Pg. 19
o changes in the regulatory environment applicable to the pharmacy sector, including changes
to the regulation of medicines, pharmacy ownership structures, dispensing models, scope of
practice requirements or data privacy and consumer protection laws;

o changes to Government funding models, including changes to co-payment structures and
dispensing payment rates; and
o increased competition from traditional pharmacy competitors, vertically integrated
healthcare providers, large-format retail and grocery operators and emerging digital and
telehealth platforms.
The cost overhead and corporate structure of Green Cross Health following Completion may also
exceed the requirements needed to support the smaller, less diversified business and may need to be
restructured. Green Cross Health will review its post-Completion cost base, corporate structure, and
strategy to ensure that its overheads are appropriate for the scale and nature of its ongoing operations.
It will continue to leverage its established network, brand, supplier relationships, and investment in
digital capabilities to enhance its competitive position.

Legal requirements for the Special Resolution
Section 129 of the Companies Act provides that Green Cross Health must not enter into a “major
transaction”, unless the transaction is conditional on Shareholder approval by special resolution. A
major transaction includes the sale, or agreement to sell, assets of Green Cross Health the value of
which is more than half of the value of Green Cross Health’s total assets before the sale.
NZX Listing Rule 5.1.1(b) provides that Green Cross Health must not enter into a transaction to sell
assets where the transaction would involve a “Gross Value” (as defined in the NZX Listing Rules)
above 50% of Green Cross Health’s “Average Market Capitalisation” (as defined in the NZX Listing
Rules), unless the transaction is conditional on Shareholder approval.
The value of Green Cross Medical (i.e., the asset being sold) is $270 million (before adjustments).
This represents more than half of Green Cross Health’s total assets at the time the Sale Agreement was
entered into and more than 50% of Green Cross Health’s Average Market Capitalisation. As a result,
the Transaction requires Shareholder approval by special resolution
1
before the Sale Agreement can
become unconditional. That approval will be sought by way of the Special Resolution at the
Shareholder Meeting.


1
For clarity, NZX Listing Rule 5.1.1 provides that a transaction to which that Rule applies must be approved by special
resolution if the transaction is required to be approved under section 129 of the Companies Act, which is the case in respect of
the Transaction. The Special Resolution seeks Shareholder approval for the purposes of section 129 of the Companies Act and
NZX Listing Rule 5.1.1 as a single resolution.

Pg. 20
Consequences if the Special Resolution is not passed
If Shareholders do not approve the Special Resolution, then:
• the Sale Agreement will not become unconditional and will be able to be terminated by Green
Cross Health or the Purchaser;
• the Transaction will not proceed;
• the current bank debt will remain in place;
• Green Cross Health will continue to own the Medical Division and associated businesses and bear
the risks and financial outcomes of its performance; and
• the price at which Shares are traded on the NZX may change.

Board recommendation
The Board of Green Cross Health unanimously recommends that Shareholders vote in favour
of the Special Resolution to approve the Transaction (Resolution 4).
All Directors who hold or control shares in Green Cross Health and persons associated with them who
are also shareholders intend to cast their votes in favour of the Special Resolution.

Minority buyout rights
If the Special Resolution is passed, a Shareholder who votes all of the Shares registered in the
Shareholder’s name (and having the same beneficial owner) against the Special Resolution (such
Shares being, “Relevant Shares”) has the right to have those Relevant Shares bought for a fair and
reasonable cash price in accordance with section 111 of the Companies Act (this right is typically
called, a “minority buyout right”). To exercise a minority buyout right the relevant Shareholder must
give written notice to Green Cross Health within 10 working days after the Special Resolution is
passed requiring Green Cross Health to buy that Shareholder’s Relevant Shares. There is no required
form of written notice. However, the notice must clearly state that you are exercising your minority
buyout rights.
Within 20 working days after receiving written notice that a Shareholder is exercising its minority
buyout rights, the Board must either:
• agree to buy the Relevant Shares;
• arrange for some other person to agree to buy the Relevant Shares;
• apply to the Court for an order exempting Green Cross Health from its minority buyout right
obligations under section 114 or 115 of the Companies Act; or
• arrange for the Special Resolution to be rescinded by a special resolution of Shareholders, in
which case Green Cross Health would not buy the Relevant Shares.

Pg. 21
Written notice of the Board’s election (“Decision Notice”) must be given to the relevant
Shareholder(s).
The Board considers that it is very unlikely that Green Cross Health would apply to the Court for any
order exempting Green Cross Health from its minority buyout right obligations. In addition, the
Board considers that the final option is not realistic in the circumstances (i.e., because seeking to
rescind the Special Resolution would breach Green Cross Health’s contractual obligations under the
Sale Agreement).
If Green Cross Health agrees to buy Relevant Shares, or arranges for someone else to buy Relevant
Shares, Green Cross Health or the other purchaser must nominate a price for the Relevant Shares and
notify the price to Shareholders who exercised minority buyout rights within five working days after
the Decision Notice (such notice being a “Nominated Price Notice”).
If any Shareholder who exercised minority buyout rights does not accept the nominated price set out
in the Nominated Price Notice, that Shareholder may object to the price by giving written notice to
Green Cross Health or the other purchaser within 10 working days after the Nominated Price Notice.
If no Shareholder objects to the nominated price in the Nominated Price Notice, Green Cross Health
or the other purchaser must buy all the Relevant Shares for the nominated price within 10 working
days after the Nominated Price Notice is accepted or, if no acceptance is received, 10 working days
after the Nominated Price Notice.
2

If a Shareholder objects to the nominated price within 10 working days after the Nominated Price
Notice:
• The fair and reasonable price for the Relevant Shares will be determined by arbitration.
• The arbitration must determine any remedies available to Shareholders or Green Cross Health /
the other purchaser in respect of any price for the Relevant Shares that differs from the nominated
price set out in the Nominated Price Notice.
• Green Cross Health or the other purchaser must, within five working days after receiving the
objection, pay to the Shareholder a provisional price equal to the nominated price set out in the
Nominated Price Notice.
• The arbitrator will decide who bears the costs of the arbitration (including the legal costs of Green
Cross Health and Shareholders). The Board understands that, generally, any arbitral tribunal will
award costs to the successful party or parties in the arbitration.
If the price determined for the Relevant Shares by way of arbitration exceeds the nominated price, the
arbitral tribunal must order that Green Cross Health / the other purchaser pay the balance owing to
the Shareholder(s) who has/have exercised the minority buy-out rights. Alternatively, if the price is

2
These time periods do not apply if there is a written agreement between Green Cross Health/the other purchaser and the
Shareholders that specifically sets a different date for the purchase of the Relevant Shares.

Pg. 22
less than the nominated price, the arbitral tribunal must order those Shareholder(s) to pay the excess
to Green Cross Health / the other purchaser.
3

Any payment contemplated by the above paragraph must be made within 10 days after the arbitral
tribunal’s determination, unless the arbitral tribunal determines otherwise.

NZ RegCo review
NZ RegCo has confirmed that it has no objection to this Notice of Meeting, but takes no responsibility
for any statement made in, or accompanying, this Notice of Meeting.

3
Except in exceptional circumstances, an arbitral tribunal must award interest on any balance owing or excess to be paid. If a
balance is owing to Shareholders, an arbitral tribunal may award to Shareholders, in addition to or instead of an award of
interest, damages for loss attributable to the shortfall in the initial payment.

Pg. 23
GLOSSARY
Board
The board of directors of Green Cross Health
Companies Act
Companies Act 1993
Computershare
Computershare Investor Services Limited, Green Cross Health’s share
registrar
Decision Notice
The notice by Green Cross Health to Shareholders setting out its decision as
to which option it will follow in respect of the exercise of minority buyout
rights
Green Cross
Health
Green Cross Health Limited
Green Cross
Medical
Green Cross Health Medical Limited
Group
The group comprising Green Cross Health and those entities in which it has
a direct or indirect interest
Medical Division
The members of the Group which are involved in the provision of medical
services, being Green Cross Medical and those entities in which it has a
direct or indirect interest
Nominated Price
Notice
The notice setting out the price nominated by Green Cross Health or the
other purchaser (as applicable) as the fair and reasonable price for the
Relevant Shares to be purchased from Shareholders who exercised minority
buyout rights
Pharmacy Division
The members of the Group which are involved in the provision of pharmacy
services
PHO
Primary Health Organisation
Purchaser or Tend
Health
Tend Health Networks Limited

Pg. 24
Relevant Shares
Shares registered in a Shareholder’s name and having the same beneficial
owner voted against the Special Resolution, provided that all such Shares
were voted against the Special Resolution
Representative
A corporate representative for, or a person who is legally entitled to exercise
voting rights on behalf of, a Shareholder
Sale Agreement
The agreement for sale and purchase of shares in respect of Green Cross
Medical between Green Cross Health, the Purchaser and Tend Holdings
dated 1 June 2026
Share
A fully paid ordinary share in Green Cross Health
Shareholder
The registered holder of a Share in Green Cross Health
Shareholder
Approval
Condition
The condition in the Sale Agreement that Shareholders approve the
Transaction by special resolution
Special Resolution
The special resolution relating to the Transaction notified in this Notice of
Meeting (being Resolution 4)
Tend Holdings
Tend Health Holdings Limited
Transaction
The sale of all of the shares in Green Cross Medical to the Purchaser under
the Sale Agreement

Pg. 25
DIRECTORY
Registered office and address for service
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
Legal advisers
Harmos Horton Lusk Limited
Financial advisers
Deloitte

Pg. 26
Share registrar
Computershare Investor Services Limited
Private Bag 92119
Victoria Street West
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/nz
General enquiries can be directed to:
enquiry@computershare.co.nz
Telephone: +64 9 488 8777
Please assist our registrar by quoting your CSN or shareholder number.

Pg. 27
APPENDIX – HISTORICAL PRO FORMA FINANCIAL INFORMATION
The Appendix sets out the supporting schedules and pro forma adjustments made in preparing the
historical pro forma financial information.
Pharmacy and Medical profit or loss
The starting point for calculations is the segment reporting note in the audited financial statements
for the years ended 31 March 2026 and 31 March 2025. Corporate expenses have then been allocated
to each division based on data from Green Cross Health’s accounting records to reconcile to the Group
Reported results.
Year ended 31 March 2026

Year ended 31 March 2025


Group
Reported
Pharm acy
Serv ices
Segm ent
Corporate
Allocation -
Pharm acy
Pharm acy
Div ision
Medical
Serv ices
Segm ent
Corporate
Allocation -
Medical
Medical
Div ision
External revenues544,50337 8,7 37- 37 8,7 37165,7 66- 165,7 66
Ot h e r in c o m e1,47 3
1,47 3- 1,47 3- - -
Cost of products sold(235,120)
(234,922)- (234,922)(1 98)- (1 98)
Employee benefit expense
(195,546)
(7 9,866)- (7 9,866)(115,680)- (115,680)
Lease expenses
(2,898)(2,1 95 )- (2,1 95 )(7 03)- (7 03)
Other expenses(48,7 42)(28,696)(2,05 3)(30,7 49)(17 ,020)(97 3)(17 ,993)
Depreciation and amortisation(5 ,1 62)(3,296)- (3,296)(1,866)- (1,866)
Depreciation - leases(1 5 ,392)(9,464)- (9,464)(5 ,928)- (5 ,928)
Impairment
-
- - - - - -
Share of equity accounted net earnings
2,14547 4- 47 41,67 1- 1,67 1
Profit before interest and tax
45 ,2 6122,245(2,053)2 0 ,1922 6,0 42(97 3)2 5 ,0 69
NZD $'000
For the y ear ended 2026
Group
Reported
Pharm acy
Serv ices
Segm ent
Corporate
Allocation -
Pharm acy
Pharm acy
Div ision
Medical
Serv ices
Segm ent
Corporate
Allocation -
Medical
Medical
Div ision
External revenues523,7 5237 0,366- 37 0,366153,386- 153,386
Ot h e r in c o m e66- 6- - -
Cost of products sold(222,919)(222,7 02)- (222,7 02)(21 7 )- (21 7 )
Employee benefit expense(191,229)(80,589)- (80,589)(110,640)- (110,640)
Lease expenses(3,1 25 )(2,7 60)- (2,7 60)(365 )- (365 )
Other expenses(49,991)(31,423)(1 ,302)(32,7 25)(1 6,284)(982)(17 ,266)
Depreciation and amortisation(4,770)(2,840)- (2,840)(1 ,930)- (1 ,930)
Depreciation - leases(1 4,5 84)(8,7 44)- (8,7 44)(5 ,840)- (5 ,840)
Impairment(7 )(7 )- (7 )- - -
Share of equity accounted net earnings1,59017 5- 17 51,415- 1,415
Profit before interest and tax3 8,7 2 32 1,482(1,302)2 0 ,18019,5 2 5(982)18,5 43
NZD $'000
For the y ear ended 2025

Pg. 28
Historical pro forma statements of profit or loss
Pro forma adjustments have then been made to:
• Remove all costs historically charged by the Pharmacy Division to the Medical Division that will
remain with the Pharmacy Division following the sale of the Medical Division.
• Reverse historical intercompany eliminations relating to funding arrangements between the
Pharmacy Division to the Medical Division.

Pharmacy Division




Pharm acy
Div ision
Pro Form a
Adjustments
Pharm acy
Div ision
Historical
Pro Form a
Pharm acy
Div ision
Pro Form a
Adjustments
Pharm acy
Div ision
Historical
Pro Form a
External revenues37 8,7 37-
37 8,7 3737 0,366- 37 0,366
Ot h e r in c o m e
1,47 3-
1,47 36- 6
Cost of products sold
(234,922)- (234,922)(222,7 02)- (222,7 02)
Employee benefit expense(7 9,866)(2,47 2)
(82,338)(80,589)(2,632)(83,221)
Lease expenses(2,1 95 )-
(2,1 95 )(2,7 60)- (2,7 60)
Other expenses(30,7 49)
(1,202)
(31,951)(32,7 25)(1 ,324)(34,049)
Depreciation and amortisation(3,296)- (3,296)(2,840)- (2,840)
Depreciation - leases(9,464)- (9,464)(8,7 44)- (8,7 44)
Impairment-
- - (7 )- (7 )
Share of equity accounted net earnings47 4
-
47 417 5
-
17 5
Profit before interest and tax2 0 ,192(3 ,67 4)
16,5 182 0 ,180(3,956)16,224
Interest income301
- 30147 6- 47 6
Interest expense(1 ,35 9)698(661)(2,101)908(1,193)
Interest expense - leases(3,7 36)-
(3,7 36)(3,830)- (3,830)
Profit before tax15 ,3 98(2,97 6)
12,42214,7 2 5(3,048)11,67 7
Tax expense(4,85 2)
833(4,01 9)(4,261 )853(3,408)
Profit after tax10 ,5 46(2 ,143 )8,40 310 ,464(2 ,195 )8,2 69
Non-controlling interest(4,1 05 )
- (4,1 05 )(3,281 )- (3,281 )
Net Profit attributable to the shareholders of
the Parent
6,441(2 ,143 )
4,2 987 ,183(2 ,195 )4,988
Normalisation adjustment 1,17 5-
1,17 5- - -
Normalised Net Profit attributable to the
shareholders of the Parent
7 ,616(2 ,143 )
5 ,47 37 ,183(2 ,195 )4,988
For the y ear ended 2025
NZD $'000
For the y ear ended 2026

Pg. 29
Medical Division



Pharmacy and Medical statement of financial position
As with the statement of profit or loss, the starting point for calculations is the segment reporting note
in the audited financial statements for the year ended 31 March 2026.


Historical pro forma statement of financial position
As at 31 March 2026
Pro forma adjustments have then been made to reflect:
• Full settlement of intercompany borrowings between the Pharmacy Division and the Medical
Division.
• Impact of removing balances associated with recharges from the Pharmacy Division.

Pharmacy Division



Medical
Div ision
Pro Form a
Adjustments
Medical
Div ision
Historical
Pro Form a
Medical
Div ision
Pro Form a
Adjustments
Medical
Div ision
Historical
Pro Form a
External revenues165,7 66
-

165,7 66153,386- 153,386
Ot h e r in c o m e
-


-


-


-
-

-

Cost of products sold
(1 98)
-


(1 98)
(21 7 )
-

(21 7 )
Employee benefit expense(115,680)
2,47 2
(113,208)(110,640)
2,632(108,008)
Lease expenses
(7 03)-

(7 03)
(365 )-

(365 )
Other expenses
(17 ,993)1,202
(16,7 91)(17 ,266)
1,324
(1 5 ,942)
Depreciation and amortisation(1,866)
-

(1,866)(1 ,930)
-


(1 ,930)
Depreciation - leases(5 ,928)
-
(5 ,928)(5 ,840)
-
(5 ,840)
Impairment-


-
-
-
-
-
Share of equity accounted net earnings1,67 1-

1,67 11,415- 1,415
Profit before interest and tax
2 5 ,0 693 ,67 4
2 8,7 43
18,5 433 ,95 622,499
Interest income
86
-
86
112
-
112
Interest expense
(233)
(698)
(931 )
-
(908)(908)
Interest expense - leases
(4,5 04)
- (4,5 04)
(4,544)
- (4,544)
Profit before tax2 0 ,418
2 ,97 623,39414,1113,04817 ,15 9
Tax expense
(5,069)
(833)(5 ,902)
(3,832)
(85 3)(4,685)
Profit after tax15 ,3 492 ,143
17 ,49210 ,2 7 92 ,195
12 ,47 4
Non-controlling interest
(1 ,395 )
-

(1 ,395 )
(1 ,487 )
- (1 ,487 )
Net Profit attributable to the
shareholders of the Parent
13 ,95 42 ,14316,097
8,7 922 ,195
10 ,987
NZD $'000
For the y ear ended 2026For the y ear ended 2025
NZD $'000
Pharm acy
Serv ices
Segm ent
Pro Form a
Adjustments
Pharm acy
Div ision
Historical
Pro Form a
Total assets262,385(38,990)223,395
Total liabilities(122,990)- (122,990)
Net assets139,395(38,990)100,405

Pg. 30
Medical Division



NZD $'000
Medical
Serv ices
Segm ent
Pro Form a
Adjustments
Medical
Div ision
Historical
Pro Form a
Total assets140,45528,1 7 7168,632
Total liabilities
(89,019)10,813(7 8,206)
Net assets5 1,43 638,99090 ,42 6

---

Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Go online to vote, or turn over to complete the form
The 2026 Annual Meeting of Shareholders of Green Cross Health Limited (“the Company”) will be held at Ellerslie
Event Centre, 100 Ascot Avenue, Greenlane, Auckland on Tuesday, 14 July 2026 at 10:00 am.
Proxy/Voting Form
Voting
All your securities will be voted in accordance with your directions. Each of
Resolutions 1, 2 and 3 to be put to Shareholders at the Shareholder Meeting is an
ordinary resolution. The voting threshold for approval of each of Resolutions 1, 2 and
3 is a simple majority of the votes of Shareholders who are entitled to vote and who
actually vote, must be voted in favour of the relevant Resolution. Resolution 4 to be
put to Shareholders at the Shareholder Meeting is a special resolution. The voting
threshold for approval of Resolution 4 is that 75% or more of the votes of
Shareholders who are entitled to vote and who actually vote, must be voted in favour
of Resolution 4.
Each Resolution is independent of any other Resolution being passed. There are no
voting restrictions on the Resolutions. The only persons entitled to vote at the
Shareholder Meeting are persons who are registered as Shareholders as at 5:00 pm
on
Thursday, 9 July 2026 (or the Representatives of those Shareholders). All your
securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a proxy
to attend the meeting and vote on your behalf. A proxy can be any person of the
shareholder’s choice and does not have to be a shareholder. The Chair, or any other
Director, is willing to act as a proxy for any shareholder who
wishes to appoint him
or her for that purpose. Any undirected votes in respect
of a resolution, where the
Chair or any other Director is appointed proxy, will be voted in favour of the relevant
resolution, other than when he or she is prohibited from voting on that resolution. To
appoint a proxy, please enter the
name of your proxy in the space allocated in ‘Step
1’ overleaf of this form. If you do not name a person as your proxy or your named
proxy does not attend the meeting, the Chair will be appointed your proxy and will
vote in accordance with your express direction.
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as
to whether to vote and, if so, how. To be valid, any proxy appointment (including
any change to a proxy appointment or voting directions) must be received before
10:00 am on Sunday, 12 July 2026. If you attend the Shareholder Meeting, you
may, but you are not required to, revoke your proxy by voting directly on the
Resolutions.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by
you or someone you authorise to sign for you.
Joint Holding
Where the holding is in more than one name, all of the shareholders should sign
(on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the first
shareholder recorded on the share register will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised officer
or attorney. Please sign in the appropriate place and indicate the
office held.
Lodge your proxy
Online
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Scan and email
corporateactions@computershare.co.nz
(please use ‘Green Cross Proxy Form’ as the subject
for easy identification)
Deliver in person
Level 2, 159 Hurstmere Road, Takapuna,
Auckland 0622
By Mail
Computershare Investor Services Limited,
Private Bag 92119, Victoria Street West
Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
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For your proxy to be effective it must be received by 10:00 am on Sunday, 12 July 2026.
Green Cross Health Limited

Annual Meeting of Shareholders of Green Cross
Health Limited to be held at Ellerslie Event Centre,
100 Ascot Avenue, Greenlane, Auckland at 10:00 am
on Tuesday, 14 July 2026.
ATTENDANCE SLIP
Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of Green Cross
Health Limited to be held at Ellerslie Event Centre, 100 Ascot Avenue, Greenlane, Auckland at 10:00 am on Tuesday, 14 July 2026, and at any adjournment of that
m
eeting and as the proxy thinks fit on any additional resolution or amendment to resolutions so as to give effect to my/our intention as set out below where possible.
I/We being a shareholder/s of Green Cross Health Limited
Voting Instructions/Voting Form
STEP 2
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Unless otherwise instructed, the proxy will vote as he/she thinks fit.
Signature of Securityholder(s) This section must be completed.
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or Sole Director/Director
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.That Catherine Treneman be elected as a Director of the Company.
2.That Andrew Bagnall be re-elected as a Director of the Company.
3.That the Directors be authorised to fix the remuneration of the Auditor for the ensuing year.
Special Resolution
4.
That the sale of all of the shares in Green Cross Health Medical Limited,
as described in the Explanatory
Notes, is approved for all purposes, including for the purposes of section 129 of the Companies Act 1993
and NZX Listing Rule 5.1.1.
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