2026 Notice of Annual Meeting

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






30 June 2026

2026 Notice of Annual Meeting

Oceania Healthcare Limited (NZX/ASX: OCA) advises that its 2026 Annual Shareholder Meeting will
be held online and in person at the Park Hyatt Auckland, 99 Halsey Street, Auckland on Thursday 30
July 2026, commencing at 2.00pm (NZST).

Shareholders can attend the meeting in person or online via the Computershare Meeting Platform at
https://meetnow.global/nz. By using the meeting platform, shareholders will be able to watch the
Annual Meeting, vote and ask questions online using a smartphone, tablet or desktop device.

Shareholders who are unable to attend the meeting, either in person or online, may appoint a proxy
to attend and vote on their behalf or may cast an online or postal vote before the meeting. Proxy
appointments and voting instructions are contained in the Voting/Proxy Form accompanying the
Notice of Meeting. The Notice of Meeting and Proxy / Voting Form will be emailed to shareholders
who have provided the Company’s share registrar with an email address and mailed in hard copy
where the Company’s share registrar does not have an email address.

Please find attached the Notice of Meeting, Voting/Proxy Form and Virtual Meeting Guide. These
documents are also available on Oceania Healthcare's investor website at
www.oceaniahealthcare.co.nz/investors.


ENDS
For all enquiries, please email Sarah Miller, Chief Legal and Corporate Services Officer at
company.secretary@oceaniahealthcare.co.nz or phone 021 937 857.


Authorised for release by Sarah Miller, Chief Legal and Corporate Services Officer and Company
Secretary.

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Notice of
Meeting
2026
Business
A. Annual Report and Financial Statements
To consider and receive the annual report and the financial
statements for the year ended 31 March 2026 and the audit
report thereon.
B. Chair’s Address
C. Chief Executive Officer’s Address
D. Resolutions
Shareholders will be asked to consider and, if thought
appropriate, pass the following ordinary resolutions:
1. Re-election of Elizabeth Coutts: That Elizabeth Coutts,
who retires by rotation and is eligible for re-election,
be re-elected as a director of the Company.
2. Election of Sarah Ottrey: That Sarah Ottrey be elected
as a director of the Company.
3. Auditor’s remuneration: That the directors be authorised
to fix the auditor’s remuneration for the ensuing year.
4. Shareholder proposal: That shareholders recommend that
the Board commission an independent strategic review
of Oceania Healthcare, with the objective of identifying
options to maximise shareholder value and to address the
long-standing discount of the Company’s share price to its
net tangible asset backing, and that the Board report the
findings of that review to shareholders.
Further information relating to these resolutions is set out
in the Explanatory Notes accompanying this Notice of
Meeting. Please read and consider the resolutions together
with the notes.
E. Other Business
Notice is given that the
Annual Meeting

of Shareholders of
Oceania Healthcare
Limited (Company)

will be held at the Park
Hyatt, 99 Halsey Street,
Auckland and online at
https://meetnow.global/nz
on Thursday 30 July 2026
commencing at 2.00pm.

Explanatory Notes
Re-election of Directors
Under rule 2.7.1 of the NZX Listing Rules,
a Director must not hold office (without
being re-elected) past the third annual
meeting following that Director’s appointment
or 3 years, whichever is longer. In this case,
Elizabeth Coutts retires and, being eligible,
offers herself for re-election as a Director
of the Company.
The Board has determined that, in its view,
if re-elected, Elizabeth Coutts (Liz) will continue
to be an Independent Director for the purposes
of the NZX Listing Rules.
Liz was appointed to the Board in November
2014 and has been a director for over 11 years
which requires the Board to assess
her independence as a separate matter.
The Board considers that Liz meets the other
independence criteria under NZX Listing
Rules as she has no material relationship
with Oceania, is not associated with any
substantial shareholder, and receives only
standard director fees. Her experience,
objective oversight and deep understanding
of the business which arises from her tenure
are valuable in her role as Board Chair and
provides continuity as the Board undertakes
its succession planning which has commenced
with the appointment of Sarah Ottrey in
February 2026 and the announcement of
Sally Evans’s retirement at the 2026 Annual
Shareholders Meeting. The Board has assessed
the mix of skills and experiences required and
will appoint new directors with the identified
skills and experience to ensure smooth and
effective Board succession.
Elizabeth Coutts stands for re-election
with the unanimous support of the other
Directors of the Company. The Board
considers that Liz’s deep understanding of
the business will be a significant asset as
the Board continues its planned succession
process and continues to deliver against
Oceania’s transformation strategy.
Resolution 1: Re-election of
Elizabeth Coutts
Liz Coutts (ONZM, BMS, FCA) has been a
Director of Oceania since 5 November 2014
and was appointed Chair in 2014. Liz is
also the Chair of EBOS Group Limited and
2degrees Group Limited. Liz is a Fellow of
Chartered Accountants Australia and
New Zealand, a past President of the
Institute of Directors NZ Inc. and was made
an Officer of the New Zealand Order of
Merit (ONZM) in 2016.
Liz has previously been Chief Executive of
Caxton Group, and Chair and, or director
of a number of public and private companies
and entities over the last 25 years including
Skellerup Holdings Limited, Life Pharmacy
Limited, Industrial Research, Public Trust,
Sanford, Ravensdown Fertiliser Cooperative,
the Health Funding Authority, Pharmac,
Air New Zealand, Sport and Recreation
New Zealand. She has been a Commissioner
of both the Commerce Commission
and Earthquake Commission and a
member of both the Financial Reporting
Standards Board of the New Zealand
Institute of Chartered Accountants and
the Monetary Policy Committee of the
Reserve Bank of New Zealand.
Liz is a member of all Board Committees.
Resolution 2: Election of
Sarah Ottrey
Sarah Ottrey (BCom, CFInstD) was appointed
as a director by the Board in February 2026
and, in accordance with NZX Listing Rule 2.7.1
and the Company’s Constitution, must not
hold office without election past this year’s
Annual Shareholders Meeting. Being eligible,
Sarah offers herself for election. The Board
has determined that, in its view, if elected,
Sarah Ottrey will be an Independent director
for the purposes of the NZX Listing Rules.
Sarah is a Chartered Fellow of the NZ
Institute of Directors. Her career has been
built in marketing and customer-focused
industries, with extensive marketing and
commercial leadership experience locally
and internationally, including prior executive
roles at Unilever and DB Breweries/Heineken.
She has previously held directorships on the
boards of listed company EBOS Group Limited,
Public Trust and Blue Sky Meats (NZ) Limited,
and was a member of the Inland Revenue
Risk Assurance Committee and the Otago
Southland Institute of Directors.
Sarah is currently the Chair of Christchurch
International Airport Limited and Whitestone
Cheese Limited and is a Director of Skyline
Enterprises Limited and Mount Cook Alpine
Salmon Limited. Sarah is also the NZ Member
of the APEC Business Advisory Council, and
member of the New Zealand China Business
Council and NZTE NZ Story Reference Group.
Sarah is a member of the People and Culture
Committee and Clinical and Health &
Safety Committee.
Sarah Ottrey stands for election with the
unanimous support of the other Directors
of the Company. The Board considers that
her deep marketing and customer-focused
experience will provide valuable additional
governance insight into the experience of
Oceania’s residents and future customers.
Together with her commercial and people
expertise, this strengthens the Board for
Oceania’s next phase of growth.
Resolution 3: Auditor’s Remuneration
The current auditor of the Company, Ernst
& Young, will be automatically reappointed
as the Company’s auditor under section
207T of the Companies Act 1993.
Under section 207S of the Companies Act 1993,
the auditor’s fees and expenses must be fixed
in the manner that is determined at the Annual
Meeting. Shareholder approval is therefore
sought for the directors to fix the auditor’s
remuneration for the following year.
Shareholder proposal
Resolution 4: Shareholder proposal
Shareholder, Thomas Nathan Scrivener
of 24 Bramber Street, Hamilton, submitted
a non-binding proposal to the Company
on 16 June 2026, under clause 9 of the
First Schedule of the Companies Act 1993.
As at 26 June 2026, Mr Scrivener held 21,751
ordinary shares in the Company. The following
explanatory statement has been provided by
Mr Scrivener for publication. Following that
are the Board’s comments on the proposal.
Explanatory statement from the
proposing shareholder
Public market undervaluation
Oceania’s shares have traded persistently and
substantially below the value of the company’s
underlying assets. This is not a short-term
aberration. At the closing price of $0.74 on
the 15th of June, the market is valuing the
company at only 46 cents for every dollar of
its net tangible asset backing of $1.62 per
share. Shareholders are being asked to
consider whether a formal, independent
strategic review is warranted.
Oceania listed in May 2017 at an issue price
of $0.79 per share. In March 2021 it raised
$100 million of new capital, with the placement
priced at $1.30 per share. Nearly a decade
after listing, the shares continue to trade
below the original issue price and well below
the 2021 raise price.
Shareholders who supported the company
at its IPO have seen the shares remain below
the price they paid, and those who supported
the 2021 raise have seen a substantial decline
in the value of that investment.
This has occurred despite real operational
progress. Oceania has more than tripled
total assets (from $918 million at FY2017 to
$3,076 million), reweighted its portfolio
towards independent living units, and grown
net tangible assets per share from $0.74
(FY2017) to $1.62.
Where a company’s shares trade for years at
a substantial discount to the value of its assets,
it is reasonable for shareholders to ask the
Board to commission an independent review
of the options to close that gap.
Strategic review avenues
Options to unlock value for shareholders could
(by way of example) include:
• Sale or takeover. Appetite for our company
could be tested amongst private equity,
infrastructure funds and trade buyers by
inviting expressions of interest. The sector
offers a fairly recent benchmark. In 2024
Arvida Group was acquired by Stonepeak,
a private capital firm, at $1.70 per share.
This represents an 82% premium to Arvida’s
volume-weighted average price over the
30 trading days before the announcement.
Notice of Meeting 2026

• Breakup value. The portfolio’s realisable
value could be independently assessed
through an orderly, staged sale, with
the proceeds returned to shareholders.
Oceania’s recent divestments, described
by the company as having “sold at or
around carrying value”, indicate the rest
of the assets are likely worth near book.
With the shares well below net tangible
assets per share, even village sales at a
discount to carrying value would deliver
a substantial uplift for shareholders.
• Accretive buybacks funded by asset sales.
Where assets can be realised at or near
their carrying value, the cash raised can
fund value-accretive share buybacks.
So long as the shares trade below net
tangible assets, each share repurchased
is bought for less than the roughly
$1.62 of net assets standing behind it,
lifting NTA per share. Buybacks place
an additional buyer in the market, which
should help close the NTA gap. If debt is
the primary concern, applying 30% of
the proceeds, which is the current gearing
ratio, to debt and 70% to buybacks holds
gearing constant.
This resolution simply puts the question on
the table, what is the Board prepared to
do to close the persistent discount the shares
suffer from? A vote in favour risks nothing; it
asks only that the options to close the gap
between the share price and the $1.62 of net
tangible assets per share be examined, and
the findings reported back to the shareholders
who own the company.
Gearing, Free cash flow from operations
1
and Proforma underlying EBITDA
2
(FY25 – FY26) (NZ$m)
50%
45%
40%
35%
30%
25%
20%
15%
10%
5%
-%
120
100
80
60
40
20
0
-20
-40
-60
Free cash flow from operations (RHS)Proforma underlying EBITDA (RHS)Gearing (LHS)
81.3
97. 7
36.3%
-41.7
-15.0
FY26FY25
1. Free cash flow from operations is calculated as cash flows from ongoing operations including realised deferred management fees and capital gains from resale of occupation
right agreement contracts, less maintenance capital expenditure and finance costs on core debt (excluding development debt).
2. Proforma underlying EBITDA is a non-GAAP measure. Refer to note 2.1 of the FY25 and FY26 Financial Statements and Appendix 3 of the FY26 Investor Presentation relating
to non-GAAP measures and how proforma underlying EBITDA is calculated.
30.1%
Notice of Meeting 2026 (continued)
Oceania Board’s comment
on shareholder proposal and
explanatory statement
The Board acknowledges Mr Scrivener’s
proposal and shares his objective that
the market better recognise Oceania’s
underlying value.
The Board recognises that Oceania’s shares
are trading below the value of its net tangible
assets (NTA) and that this has been the
situation for some time. Other listed peers in
the NZ retirement village and aged care sector
are also currently trading at a discount to NTA
for a variety of reasons including both macro-
economic and company specific factors.
In response to a difficult trading environment
and other external market conditions, Oceania
has focused over the last 2 years on executing
on its strategic/business plan to improve
operational performance, strengthen the
balance sheet, and grow in a disciplined and
capital efficient way.
Oceania’s recent results demonstrate improved
earnings performance and significantly
improved operating free cash flow generation
from March 2025 to March 2026, with a goal
to achieve positive operating free cash flow in
the March 2027 year. Oceania has reduced
gearing from 36.3% as at March 2025 to 30.1%
as at March 2026 (being the bottom end of
Oceania’s targeted 30-35% gearing range),
with an expectation of further debt reduction.
Mr Scrivener’s explanatory statement
suggests some sound strategic options,
with the aim of unlocking shareholder value.
The Board has considered and continues to
actively consider various strategic options
with a view to maximising shareholder value.
These include sector consolidation
opportunities, organic and inorganic growth
strategies, divestment of individual sites
and capital structure / capital management
options. For example, Oceania has sold 14 sites
over the last 2 years at or around carrying
value and applied the cash proceeds to reduce
debt. These options are evaluated having
regard to ongoing shareholder, and market
feedback and prevailing market conditions as
well as ensuring Oceania is well funded and
positioned to maintain its positive growth, in
particular when macro-economic and sector
related conditions improve.
In developing and testing its strategy over the
past two years, the Board has been supported
by external and independent advisers. Their
work has included financial modelling of the
options available to Oceania and a review of
the Company’s capital structure, including
the case for share buybacks. Notwithstanding
current market valuations, the long-term
returns from investing in and growing our
business in line with our strategy are expected
to outweigh the possible short-term impact of
a buyback.
As is apparent from the comments above,
and with the support of management and
these advisers, the Board is already actively
considering many of the matters raised by
Mr Scrivener.
The Board does not consider the cost of a
separate independent strategic review to be
warranted, and accordingly recommends
that shareholders vote against the resolution.
Strictly the resolution proposed by Mr Scrivener
is not binding on Oceania. However, the Board
welcomes shareholder discussion on Oceania’s
strategic options at the meeting. Oceania will
continue to evaluate the optimal strategy and
consider shareholder feedback in doing so.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
30 June 2026

oceaniahealthcare.co.nz
Notice of Meeting 2026 (continued)
Persons Entitled to Vote
The persons who will be entitled to vote on
the resolutions at the Annual Meeting, and the
number of votes they may cast, are as shown
in the share register of the Company at close
of trading on Monday 27 July 2026.
Attending the Meeting
The Company is holding a hybrid
Annual Meeting this year. Shareholders
can attend either in person or online at
https://meetnow.global/nz or appoint a
proxy to attend on their behalf.
Shareholders can attend the meeting virtually
through the Computershare Meeting Platform
https://meetnow.global/nz. To access the
meeting, click “Go” under the Oceania meeting
and then click “Join Meeting Now”. By using
the meeting platform, shareholders will be able
to watch the Annual Meeting, vote and ask
questions online using a smartphone, tablet
or desktop device. Please refer to the Virtual
Meeting Guide for more information. You will
need the latest version of Chrome, Safari or
Edge to access the meeting. Please ensure
your browser is compatible.
Shareholders who are not able to attend,
in person or online, and who do not wish to
appoint a proxy may cast an online or postal
vote before the meeting. Please review the
enclosed Voting/Proxy Form for instructions
on how to vote online.
Proxies and Voting
Any shareholder who is entitled to attend
and vote at the meeting may appoint a
proxy instead to attend, in person or online,
and vote on their behalf. A proxy need not
be a shareholder of the Company. A body
corporate that is a shareholder may appoint a
representative to attend and vote on its behalf
in the same manner as it can appoint a proxy.
The Chair, and any other director of the
Company, is willing to act as proxy for any
shareholder who wishes to appoint them for
that purpose.
The Chair and each director intends to vote
any undirected proxies:
• for resolutions 1 to 3 (inclusive).
• against resolution 4.
If you wish to appoint a proxy, please review
the proxy form which provides information on
how to make this appointment.
For your vote or proxy appointment to be
effective, it must be received by the share
registrar, Computershare Investor Services
Limited, in accordance with the instructions set
out on the form not less than 48 hours before
the start of the meeting – that is, by 2.00pm
on Tuesday 28 July 2026.
Each resolution is to be considered as an
ordinary resolution, requiring a simple majority
of the votes of those shareholders entitled to
vote and voting.

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How to Vote on Items of Business
All your shares will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. A proxy need
not be a shareholder of the Company. The Chair of the meeting, or any other
director, is willing to act as proxy for any shareholder who wishes to appoint him
or her for that purpose. To do this, enter ‘the Chair’ or the name of your proxy in
the space allocated in ‘Step 1’of this form.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item of
business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item. If a vote
is required on any matter at the meeting in addition to the matters on the agenda,
the proxy may vote or abstain from voting on that matter as he or she thinks fit. 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. The Chair and each director intends to vote any
undirected proxies in favour of resolutions 1 - 3 (inclusive). The Chair, and each
director, intends to vote any undirected proxies against resolution 4.
Attending the Meeting
All shareholders will have the option to attend the Annual Meeting either in person
or online at https://meetnow.global/nz. Alternatively shareholders may appoint a
proxy to attend on their behalf. If a representative of a corporate shareholder or
proxy is to attend the meeting you will need to provide the appropriate notice of
appointment to Computershare no later than 2.00 pm on Tuesday, 28 July 2026.
Signing Instructions for postal forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where two or more persons are registered as joint shareholders, at least one
joint shareholder should sign. The vote of the person first named in the Share
Register will be accepted to the exclusion of the votes of the other joint
holders.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Turn over to complete the form to vote
Proxy/Voting Form
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder 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.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy to be effective it must be received by 2:00 pm on Tuesday, 28 July 2026.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
Appoint a Proxy to Vote on Your Behalf
Proxy/Voting Form
STEP 1
Items of Business - Voting Instructions/Ballot Paper
STEP 2
hereby appoint
I/We being a shareholder/s of Oceania Healthcare Limited
of
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 Shareholders Meeting of
Oceania Healthcare Limited to be held at the Park Hyatt, 99 Halsey Street, Auckland and online at https://meetnow.global/nz at 2:00 pm on Thursday, 30
July 2026 and at any adjournment of that meeting.
Please note: Unless otherwise instructed, your proxy will vote as he/she thinks fit. Should you wish to direct the proxy how to vote, please mark the
appropriate boxes below. If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a
poll and your votes will not be counted in computing the required majority.
AgainstFor
Proxy
Discretion
Abstain
Ordinary Business
Item 1
Item 2
Item 3
Annual Shareholders Meeting of Oceania Healthcare
Limited to be held at the Park Hyatt, 99 Halsey Street,
Auckland and online at https://meetnow.global/nz at
2:00 pm on Thursday, 30 July 2026.
ATTENDANCE SLIP
If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and email
address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone):
and (Email):
Contact Name Contact Daytime Telephone Date
Item 4
That Elizabeth Coutts, who retires by rotation and is eligible for re-election, be re-elected as a director of the Company.
That Sarah Ottrey be elected as a director of the Company.
That the directors be authorised to fix the auditor’s remuneration for the ensuing year.
That shareholders recommend that the Board commission an independent strategic review of Oceania Healthcare,
with the objective of identifying options to maximise shareholder value and to address the long-standing discount of
the Company’s share price to its net tangible asset backing, and that the Board report the findings of that review to
shareholders.
The following resolutions are endorsed by the Board.
The following shareholder proposal is NOT endorsed by the Board.

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.