SPH Notice (Shares) - Gould Holdings Limited

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Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Promisia Healthcare Limited
Date this disclosure made: 6 October 2026
Date on which substantial holding began: 5 October 2026
Substantial product holder(s) giving disclosure
Full name(s): Gould Holdings Limited (GHL), Gould Investments & Contractual Services
Limited (GICSL), George Arthur Churchill Gould (Mr Gould) and Benjamin William
McAlpine Tothill (Mr Tothill).
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Promisia Healthcare Limited
Summary for GHL, GICSL, Mr Gould and Mr Tothill
For this disclosure,—
(a) total number held in class: 7,000,000
(b) total in class: 54,206,650
(c) total percentage held in class: 12.913%
Details of relevant interests
Details for GHL
Nature of relevant interest(s): GHL is party to an unconditional agreement to acquire
ordinary shares in Promisia Healthcare Limited on 1 April 2027.
For that relevant interest,—
(a) number held in class: 7,000,000
(b) percentage held in class: 12.913%
(c) current registered holder(s): Thomas David Brankin and Michael John Kirwin Lay as
trustees of the Brankin Family Interest Trust
(d) registered holder(s) once transfers are registered: GHL
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable

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(c) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of relevant interests
Details for GICSL
Nature of relevant interest(s): GICSL holds 51.57% of the voting products of GHL and
accordingly has a relevant interest in GHL’s power to acquire the shares in Promisia
Healthcare Limited.
For that relevant interest,—
(a) number held in class: 7,000,000
(b) percentage held in class: 12.913%
(c) current registered holder(s): Thomas David Brankin and Michael John Kirwin Lay as
trustees of the Brankin Family Interest Trust
(d) registered holder(s) once transfers are registered: GHL
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of relevant interests
Details for Mr Gould
Nature of relevant interest(s): Mr Gould and Mr Tothill are trustees of the Wellington Trust
(a family trust of which Mr Gould has a beneficial interest) (Mr Tothill in his capacity as an
independent trustee with no beneficial interest) and jointly hold the shares in GICSL on
behalf of the Wellington Trust. GICSL holds 51.57% of the voting products of GHL and
accordingly Mr Gould, in his capacity as trustee of the Wellington Trust, has a relevant
interest in GHL’s power to acquire the shares in Promisia Healthcare Limited.
For that relevant interest,—
(a) number held in class: 7,000,000
(b) percentage held in class: 12.913%
(c) current registered holder(s): Thomas David Brankin and Michael John Kirwin Lay as
trustees of the Brankin Family Interest Trust
(d) registered holder(s) once transfers are registered: GHL
For a derivative relevant interest, also—

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(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of relevant interests
Details for Mr Tothill
Nature of relevant interest(s): Mr Gould and Mr Tothill are trustees of the Wellington Trust
(a family trust of which Mr Gould has a beneficial interest) (Mr Tothill in his capacity as an
independent trustee with no beneficial interest) and jointly hold the shares in GICSL on
behalf of the Wellington Trust. GICSL holds 51.57% of the voting products of GHL and
accordingly Mr Tothill, in his capacity as independent trustee of the Wellington Trust, has a
relevant interest in GHL’s power to acquire shares in Promisia Healthcare Limited.
For that relevant interest,—
(a) number held in class: 7,000,000
(b) percentage held in class: 12.913%
(c) current registered holder(s): Thomas David Brankin and Michael John Kirwin Lay as
trustees of the Brankin Family Interest Trust
(d) registered holder(s) once transfers are registered: GHL
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
On 5 October 2026 GHL entered into an unconditional agreement for the sale and purchase
of shares with Thomas David Brankin and Michael John Kirwin Lay as trustees of the
Brankin Family Interest Trust (Brankin Interest) to purchase 7,000,000 ordinary shares
in Promisia Healthcare Limited for $0.70 per share (Agreement). The Agreement is
attached to the substantial product holder notice filed by the Brankin Interest for this
transaction. Settlement of this purchase is scheduled to occur on 1 April 2027.
In doing so GHL acquired a relevant interest, being the power to acquire the shares.
GICSL, Mr Gould (in his capacity as trustee of the Wellington Trust) and Mr Tothill (in his
capacity as trustee of the Wellington Trust) have also acquired a relevant interest.
Additional information
Address(es) of substantial product holder(s):

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GHL and George Arthur Churchill Gould: 478 Glenmark Drive, RD3, Amberley 7483, New
Zealand
GICSL: WK Advisors and Accountants Limited, 2a Alfred Street, Mayfield, Blenheim 7201,
New Zealand
Benjamin William McAlpine Tothill: 82 Glenogle Road, RD11, Hastings 4178, New Zealand

Contact details: Andrew McLean, 027 421 1746, andrew.mclean@gouldholdings.com
Nature of connection between substantial product holders: GHL is acquiring 7,000,000
ordinary shares in Promisia Healthcare Limited and GICSL, Mr Gould and Mr Tothill are
each associated persons of GHL under section 12(1) of the Financial Markets Conduct Act
2013.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Thomas David Brankin and Michael John Kirwin
Lay as trustees of the Brankin Family Interest Trust
Certification
I, George Gould, 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.