Completion of Chatswood Acquisition

COMPLETION OF CHATSWOOD ACQUISITION

Promisia Healthcare Limited (Promisia) (NZX:PHL) is pleased to advise that it has today completed
the acquisition of Chatswood Retirement Village (Chatswood Acquisition).

As part of the consideration for the Chatswood Acquisition (as approved by shareholders on 27
August 2026), Promisia has issued 1 million unquoted convertible notes and 1 million ordinary
shares, as detailed in the attached capital change notices, to the vendors of Chatswood Retirement
Village.

ENDS

Authority for this announcement:
Francisco Rodriguez Ferrere – Chief Financial Officer, Promisia Healthcare Limited

For more information, please contact: Francisco Rodriguez Ferrere
Phone: +64 21 245 1801 or email: Francisco.rf@promisia.co.nz

About Promisia Healthcare
Promisia is a New Zealand aged care and retirement living provider, creating places where people
feel safe, known and truly at home. We are large enough to invest, improve and deliver reliably—yet
small enough to stay personal, local and deeply connected to the communities we serve. Our
purpose is simple: to build connected communities where people feel cared for, included and
valued. We aim to be the provider of choice in each community we operate in, with care homes and
retirement villages in well-established, well-serviced towns and metropolitan areas. We are
committed to growing sustainably and profitably by doing the basics exceptionally well: delivering
quality care to residents, peace of mind to families and whānau, and long-term value for our care
homes, villages, communities and shareholders. Promisia is listed on the NZX (NZX: PHL).
http://www.promisia.co.nz.

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Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Promisia Healthcare Limited
Date this disclosure made:
1/10/2026
Date of last disclosure:
N/A
Director or senior manager giving disclosure
Full name(s):
Rhonda Jane Sherriff
Name of listed issuer:
Promisia Healthcare Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary SharesOrdinary Shares
Nature of the affected relevant interest(s):
Registered Holder of ordinary shares
with HC Trustees 2010 Limited and,
together, have the power to exercise a
right to vote attached to, and the power
to control the disposal of, the ordinary
shares.
Beneficial owner as a beneficiary of
the Peter Sherriff Family Trust
For that relevant interest-
Number held in class before acquisition or disposal:
00
Number held in class after acquisition or disposal:
500,000500,000
Current registered holder(s):
N/AN/A
Registered holder(s) once transfers are registered:
Rhonda Jane Sherriff and HC Trustees
2010 Limited
Peter John Sherriff and HC Trustees
2010 Limited
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 11
Details of transactions requiring disclosure-
Date of transaction:1/10/20261/10/2026
Nature of transaction:
Issue of ordinary shares in part
payment of the purchase price under
the Sale and Purchase Agreement for
the shares in Chatswood Lifecare
Limited and Chatswood Retirement
Limited dated 5 August 2026 (SPA).
Issue of ordinary shares in part
payment of the purchase price under
the Sale and Purchase Agreement
for the shares in Chatswood Lifecare
Limited and Chatswood Retirement
Limited dated 5 August 2026 (SPA).
Name of any other party or parties to the transaction (if known):N/AN/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Issue of ordinary shares to Rhonda
Sherriff and HC Trustees 2010 Limited
as trustees of the R J Sherriff Family
Trust (a Vendor under the SPA) as
partial consideration for the shares in
Chatswood Lifecare Limited and
Chatswood Retirement Limited,
pursuant to the SPA.
Issue of ordinary shares to Peter
Sherriff and HC Trustees 2010
Limited as trustees of the Peter
Sherriff Family Trust (a Vendor
under the SPA) as partial
consideration for the shares in
Chatswood Lifecare Limited and
Chatswood Retirement Limited,
pursuant to the SPA.
Number of financial products to which the transaction related: 500,000500,000
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:N/A
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
For a derivative relevant interest,-
Docusign Envelope ID: B22313BB-1C48-8746-8124-2C79D102AF68

Type of derivative:N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all persons
for whom it is made.
Signature of director or officer:
Date of signature:
or
Signature of person authorised to sign on behalf of director or officer:
Date of signature:
Name and title of authorised person:
Docusign Envelope ID: B22313BB-1C48-8746-8124-2C79D102AF68
1/10/2026

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Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHL
Class of financial product Ordinary Shares (Shares)
ISIN (If unknown, check on NZX website) NZPRPE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,000,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.50
Nature of the payment (for example, cash or other
consideration)
The Shares are being issued in part
payment of the purchase price under the
Sale and Purchase Agreement for the
purchase of the shares in Chatswood
Lifecare Limited and Chatswood
Retirement Limited dated 5 August 2026
(SPA).
Amount paid up (if not in full) Fully paid
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

1.88%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Partial consideration under the SPA.
Authorised by Board resolution of PHL
and approved by shareholders under
Listing Rule 4.2.1.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
54,206,650
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
Partial consideration under the SPA.
Authorised by Board resolution of PHL

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

pursuant to which the issue, acquisition, or
redemption is made
and approved by shareholders under
Listing Rule 4.2.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issue of new Shares which rank equally
with all other fully paid ordinary shares in
PHL.
Date of issue/acquisition/redemption
2
01/10/2026
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address francisco.rf@promisia.co.nz
Date of release through MAP

01/10/2026




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

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Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Promisia Healthcare Limited
NZX ticker code PHL
Class of financial product Unquoted Convertible Notes (Notes)
ISIN (If unknown, check on NZX website) N/A
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,000,000
Nominal value (if any) $500,000
Issue/acquisition/redemption price per security $0.50
Nature of the payment (for example, cash or other
consideration)
The Notes are being issued in part
payment of the purchase price under the
Sale and Purchase Agreement for the
acquisition of all the shares in Chatswood
Retirement Limited and Chatswood
Lifecare Limited dated 5 August 2026
(SPA).
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

100%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
Conversion: The Notes can convert into
fully paid ordinary shares in PHL (Shares)
at the discretion of the noteholder from the
date of issue of the Notes (Grant Date) at
any time before the one-year anniversary
of the Grant Date.
Conversion Price: $0.50 per Share.
Ranking: The Shares issued on the
conversion of the Notes will rank equally
in all respects with all other Shares quoted
on the NZX Main Board.
Maturity Date: 1 October 2027.
Any Notes not converted prior to the
Maturity Date will be redeemed by PHL at
the Conversion Price and those Notes will
be cancelled and of no further effect.
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Partial consideration under the SPA.
Authorised by Board resolution of PHL

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

and approved by shareholders under
Listing Rule 4.2.1.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
1,000,000
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Authorised by resolution of PHL’s Board
and approved by shareholders under
Listing Rule 4.2.1.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
As set out above and as otherwise
provided in the convertible note
agreement constituting the Notes.
Date of issue/acquisition/redemption
2
01/10/2026
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Francisco Rodriguez Ferrere
Contact person for this announcement Francisco Rodriguez Ferrere
Contact phone number 021 245 1801
Contact email address francisco.rf@promisia.co.nz
Date of release through MAP

01/10/2026




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).