FPH 2022 Notice of Annual Meeting and Voting Form

News Release
STOCK EXCHANGE LISTINGS: NEW ZEALAND (FPH), AUSTRALIA (FPH)

2022 Notice of Annual Meeting and Voting Form

Auckland, New Zealand, 6 July 2022 - Fisher & Paykel Healthcare Corporation Limited has
provided a copy of the Notice of Meeting for its 2022 Annual Shareholders’ Meeting, which will
be held at the Guineas Room, Ellerslie Event Centre, Auckland, New Zealand on Wednesday,
24 August at 2.00pm (NZST) and online at www.virtualmeeting.co.nz/FPH22.

The attached Notice of Meeting and Voting Form will be mailed to shareholders who have not
provided the company’s share registrar with an email address. An electronic copy of these
documents will also be available on the company’s website at https://www.fphcare.co.nz/asm.

Fisher & Paykel Healthcare is closely monitoring the situation in New Zealand with regard to
COVID-19. In the event of any significant developments, the company may, at its discretion,
elect to hold the Annual Shareholders’ Meeting as an online-only meeting if there are potential
risks to the health of meeting attendees, or if an in-person meeting is prohibited by law. In such
circumstances, the company will provide shareholders with as much notice as is reasonably
practicable by way of an announcement to the NZX and ASX and on our website
at www.fphcare.co.nz/asm.

About Fisher & Paykel Healthcare
Fisher & Paykel Healthcare is a leading designer, manufacturer and marketer of products and
systems for use in acute and chronic respiratory care, surgery and the treatment of obstructive
sleep apnea. The company’s products are sold in over 120 countries worldwide. For more
information about the company, visit our website www.fphcare.com.

Media & Investor Contacts:

Karen Knott
GM Corporate Communications
karen.knott@fphcare.co.nz
+64 21 713 911
Hayden Brown
Investor Relations Manager
hayden.brown@fphcare.co.nz
+64 27 807 8073


Authorised by Fisher & Paykel Healthcare Corporation Limited’s Board of Directors.

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Fisher & Paykel Healthcare Corporation Limited
NOTICE OF ANNUAL
SHAREHOLDERS’
MEETING 2022

NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20221
The Annual Shareholders’ Meeting of
Fisher & Paykel Healthcare Corporation
Limited (NZBN 9429040719887 and ABN 69
098 026 281) (the company) will be held
online at www.virtualmeeting.co.nz/FPH22 and
in person at the Guineas Ballroom, Ellerslie
Racecourse, Auckland, New Zealand on
Wednesday, 24 August 2022 commencing
at 2.00pm (NZST).
COVID-19 IMPLICATIONS
Health and safety is a top priority at Fisher
& Paykel Healthcare, and the company has
had a critical role to play as a manufacturer
of healthcare products during the global
pandemic. The company is closely monitoring
the situation in New Zealand with regard
to COVID-19. In the event of any significant
developments, the company may, in its
sole discretion, elect to hold the Annual
Shareholders’ Meeting as an online-only
meeting if it considers there are potential
risks to the health of meeting attendees or
if an in-person meeting is prohibited by law.
In such circumstances, the company will
provide shareholders with as much notice
as is reasonably practicable by way of an
announcement to the NZX and ASX and on the
company’s website at www.fphcare.com/asm.
In order to manage the health and safety
risks to our people and other stakeholders
associated with holding an in-person meeting,
the customary refreshments will not be
provided and face masks may be required
for those attending.
IMPORTANT DATES
Record date for voting
entitlements for the
Annual Shareholders’
Meeting
5.00pm,
Monday 22 August 2022
(NZST)
Latest time for
receipt of postal votes
and proxies
2.00pm,
Monday 22 August 2022
(NZST)
Annual Shareholders’
Meeting
2.00pm,
Wednesday 24 August 2022
(NZST)
HOW TO GET TO THE
ELLERSLIE EVENT CENTRE
ELLERSLIE
EVENT CENTRE
ELLERSLIE
EVENT CENTRE
MCDONALDS &
COUNTDOWN
ASCOT

HOSPITAL
CARPARK
CARPARK

Fisher & Paykel Healthcare Corporation Limited
2
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20223
BUSINESS
A. CHAIR’S ADDRESS
B. MANAGING DIRECTOR AND CHIEF EXECUTIVE
OFFICER’S REVIEW
C. FINANCIAL STATEMENTS
To receive and consider the financial statements and
the auditor’s report for the year ended 31 March 2022
as contained in the company’s 2022 annual report.
D. RESOLUTIONS
To consider and, if thought appropriate, pass the
following ordinary resolutions.
Re-Election of Directors
(1) That Lewis Gradon be re-elected as a director
of the company.
(2) That Neville Mitchell be re-elected as a director
of the company.
(3) That Donal O’Dwyer be re-elected as a director
of the company.
(See Explanatory Note 1)
Election of Directors
(4) That Lisa McIntyre be elected as a director
of the company.
(5) That Cather Simpson be elected as a director
of the company.
(See Explanatory Note 2)
Auditor’s Remuneration
(4) That the Directors be authorised to fix the fees
and expenses of PwC as the company’s auditor.
(See Explanatory Note 3)
Long Term Variable Remuneration issued to the
Managing Director and Chief Executive Officer
(7) That approval be given for the issue of up to
100,000 performance share rights to a total
value of $555,000 under the Fisher & Paykel
Healthcare 2022 Performance Share Rights
Plan to Lewis Gradon, Managing Director
and Chief Executive Officer of the company.
(8) That approval be given for the issue of up to
190,000 options to a total value of $555,000
under the Fisher & Paykel Healthcare 2022
Share Option Plan to Lewis Gradon,
Managing Director and Chief Executive
Officer of the company.
(See Explanatory Note 4)
North America Stock Purchase Plan
(9) That the Fisher & Paykel Healthcare
Corporation Limited 2022 Employee
Stock Purchase Plan be approved.
(See Explanatory Note 5)
Long Term Variable Remuneration Issue
for North America Employees
(10) That the Fisher & Paykel Healthcare
Corporation Limited 2022 Performance
Share Rights Plan – North America
be approved.
(11) That the Fisher & Paykel Healthcare
Corporation Limited 2022 Share Option
Plan – North America be approved.
(See Explanatory Note 6)
SHAREHOLDER QUESTIONS
Consideration of any shareholder questions raised
during the meeting.
By Order of the Board of Directors
SCOTT ST JOHN, CHAIR
6 JULY 2022

Fisher & Paykel Healthcare Corporation Limited
4
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20225
PROCEDURAL NOTES
Persons entitled to vote
The persons who will be entitled to vote on
the resolutions at the Annual Shareholders’
Meeting are those persons who will be the
shareholders of the company at 5.00pm on
Monday, 22 August 2022 (NZST).
Casting a vote
The voting form enclosed with this notice allows you,
or your proxy, to vote either for or against, or abstain
from, each of the resolutions. Votes may be cast in
any one of the following ways:
Meeting attendance
Attending in person:
Shareholders present at the Annual Shareholders’
Meeting in person may cast their votes at the meeting.
Download the “LinkVote” App available at the App
Store or Google Play Store to vote at the meeting
using your Apple or Android phone. Further detailed
instructions will be provided on the day of the meeting.
Alternatively, if you prefer to vote using a paper card,
this option will be available.
Attending online:
To attend the meeting online please go to
www.virtualmeeting.co.nz/FPH22. Shareholders
attending online will be able to vote and ask
questions during the Annual Meeting. More
information regarding virtual attendance at the
Annual Meeting (including how to vote and ask
questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide
available at https://bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf.
Online and postal voting prior to the meeting
Shareholders may directly cast a vote prior to the
meeting online at vote.linkmarketservices.com/FPH/
or by post by completing and lodging the enclosed
voting form with the share registrar, Link Market
Services Limited at PO Box 91976, Auckland 1142,
New Zealand, in accordance with the instructions
set out on the form. In either case the vote must reach
Link Market Services Limited not later than 48 hours
before the time of the holding of the meeting (i.e.
before 2.00pm on Monday, 22 August 2022 (NZST)).
The Board has authorised Link Market Services to
receive and count postal votes.
Proxy
Shareholders may appoint a proxy to attend the
Annual Shareholders’ Meeting and vote in their place.
A body corporate which is a shareholder may appoint
a representative to attend on its behalf in the same
manner as that in which it could appoint a proxy.
A proxy need not be a shareholder of the company.
A shareholder who wishes to do so may appoint the
Chair of the Meeting to act as proxy.
A proxy will vote as directed in the proxy form or,
if voting is left to the proxy’s discretion, then the proxy
will decide how to vote on the resolutions (subject
to the comments under “Voting Restrictions” below).
If the Chair is appointed as proxy and the voting is left
to his discretion, the Chair intends to vote in favour of
each of Resolutions (1) to (11).
To appoint a proxy, go online to
vote.linkmarketservices.com/FPH/ or complete and
lodge the enclosed voting form with the share registrar,
Link Market Services Limited, in accordance with the
instructions set out on the form. In either case the
proxy must be received not later than 48 hours before
the time of the holding of the meeting (i.e. before
2.00pm on Monday, 22 August 2022 (NZST)).
Voting Restrictions
The company will disregard any votes cast in favour of
Resolutions (7) or (8) by Lewis Gradon and any of his
associated persons (as that term is defined in the NZX
Listing Rules).
The company need not disregard a vote cast in favour
of Resolutions (7) or (8) if it is cast by any of the above
people as proxy for a person who is entitled to vote, in
accordance with an express direction on the proxy form.

Fisher & Paykel Healthcare Corporation Limited
6
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20227
Resolutions
All the Resolutions contained in this Notice of
Meeting must be passed by an ordinary resolution
of shareholders, i.e. by a simple majority of the votes
of those shareholders entitled to vote and voting on
the resolution in person or by proxy.
NZX
This Notice of Meeting has been reviewed by
NZX Limited (NZX) in accordance with NZX Listing
Rule 7.1 and NZX has confirmed it does not object
to this Notice. NZX does not take any responsibility
for any statement in this Notice.
EXPLANATORY NOTES
EXPLANATORY NOTE 1 –
RE-ELECTION OF DIRECTORS
Under NZX Listing Rule 2.7, a Director must not
hold office (without re-election) past the third
annual meeting following the Director’s appointment
or three years, whichever is the longer.
Lewis Gradon, Neville Mitchell and Donal O’Dwyer
are the Directors retiring in 2022. Being eligible,
Lewis Gradon, Neville Mitchell and Donal O’Dwyer
offer themselves for re-election.
All three Directors standing for re-election do so with
the support of the Board, having considered the tenure,
contribution to the Board, attendance, experience,
other commitments and positions, and performance
generally for each of Lewis Gradon, Neville Mitchell
and Donal O’Dwyer.
Lewis Gradon
Lewis became Managing Director and Chief Executive
Officer in April 2016. Prior to that, he spent 15 years as
Senior Vice President – Products & Technology, and six
years as General Manager – Research and Development.
During his 39-year tenure with Fisher & Paykel
Healthcare he has held various engineering positions
overseeing the development of our range of products
as well as the development of our manufacturing,
quality, intellectual property, supply chain and clinical
research functions.
The Board does not consider Lewis Gradon to be
an independent Director because he is employed
by the company.
Neville Mitchell
Neville was Chief Financial Officer and Company
Secretary of Cochlear Limited between 1995 and 2017.
He is a non-executive director of Sonic Healthcare and
Q’Biotics Group and a former director of The Board of
Tax, South East Sydney Local Health District, Osprey
Medical and Sirtex Limited. Previously, he served on
the New South Wales Medical Devices Fund, was
Chairman of the Group of 100, and Chairman, Standing
Committee (Accounting and Auditing), for the
Australian Securities and Investments Commission.

Fisher & Paykel Healthcare Corporation Limited
8
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 20229
Neville Mitchell is considered by the Board to be an
independent Director.
Donal O’Dwyer
Donal is a director of nib Holdings Limited. From 1996
to 2003, he was with Cordis Cardiology (a division of
Johnson & Johnson), initially as its president (Europe)
and from 2000 to 2003 as its worldwide president.
Prior to joining Cordis, Donal worked for 12 years with
Baxter Healthcare, rising from plant manager in Ireland
to president of the Cardiovascular Group, Europe (now
Edwards Lifesciences). Previously he served on the
boards of Cochlear Limited and Mesoblast Limited.
Donal O’Dwyer is considered by the Board to be an
independent Director.
EXPLANATORY NOTE 2 –
ELECTION OF DIRECTORS
Under NZX Listing Rule 2.7 a Director appointed by
the Board must not hold office (without election) past
the next annual meeting following the Director’s
appointment.
Lisa McIntyre was appointed by the Board as a
Director of the company with effect from 1 October
2021 and Cather Simpson was appointed by the Board
as a Director of the company with effect from 1 June
2022. Accordingly, Lisa McIntyre and Cather Simpson
offer themselves up for election at the Annual
Shareholders’ Meeting.
Both directors stand for election with the support of
the Board.
Lisa McIntyre
Lisa is a director of HCF Group, The University of
Sydney, Studiosity, and Nanosonics. In addition to her
current directorships, Lisa has previously been a
director of a range of health entities, including those in
healthcare insurance, clinical service delivery and
medical research and innovation. Lisa spent 20 years
as a senior strategy partner with LEK Consulting
providing advice to companies in North America, Asia
and Australia.
Lisa McIntyre is considered by the Board to be an
independent Director.
Cather Simpson
Cather is a Professor of Physics and Chemical Sciences
at the University of Auckland and a Partner at Pacific
Channel, with expertise in lasers and photonics. She is
a Director of SPIE, the International Society for Optics
& Photonics and Founder Director for Orbis
Diagnostics. Cather serves on the Advisory Boards of
the Paihau-Robinson Research Institute at Victoria
University and the New Zealand Product Accelerator.
In 2010, Cather founded and directed The Photon
Factory at the University of Auckland. She is a founder
of three hard-tech start-ups, including Engender

Fisher & Paykel Healthcare Corporation Limited
10
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202211
Technologies, where she served as Chief Science
Officer from 2011 to 2021.
Cather Simpson is considered by the Board to be an
independent Director.
EXPLANATORY NOTE 3 –
AUDITOR’S REMUNERATION
Under section 207T of the Companies Act 1993, PwC
is automatically reappointed as the auditor of the
company, and this resolution authorises the Board to
fix the fees and expenses of the auditor in accordance
with section 207S of the Companies Act 1993.
EXPLANATORY NOTE 4 –
LONG TERM VARIABLE REMUNERATION ISSUED
TO THE MANAGING DIRECTOR AND CHIEF
EXECUTIVE OFFICER
Introduction
The Board believes that the issue of equity-based
long-term variable remuneration instruments (LTVR
Instruments) will provide appropriate alignment of
participating employees with the total shareholder
return of the company. LTVR Instruments also assist
the company to attract, motivate and retain key
employees in an environment where such employees
are in high demand, both within New Zealand and
internationally. LTVR Instruments will be issued to
employees as a long-term component of remuneration
provided to employees in accordance with the
company’s remuneration policy.
The LTVR Instruments proposed to be issued to Mr
Gradon under NZX Listing Rule 4.6 do not require
shareholder approval of the issue, given Mr Gradon’s
participation has been determined by criteria applying
to employees generally under the company’s LTVR
Plans. However, the company has determined it will
seek shareholder approval for the issue, consistent
with its prior practice. If shareholders do not approve
the proposed issue of LTVR Instruments to Mr Gradon,
the Board will investigate alternative long-term
variable remuneration arrangements for Mr Gradon.
Update of LTVR Plans in 2022
The Board has conducted a review of the LTVR
Instruments currently provided to selected executives,
managers and employees of the company. Following
discussions with shareholders and proxy advisors over
the past few years, the Board has approved minor
modifications to the company’s long-term variable
remuneration arrangements. The company currently
operates the following long-term variable
remuneration arrangements (the LTVR Plans) under
which LTVR Instruments will be issued to select
executives, managers and employees:
• The Fisher & Paykel Healthcare 2022 Performance
Share Rights Plan (the 2022 Performance Share
Rights Plan), under which performance share rights
are issued. This has been introduced as a
replacement for the 2019 Performance Share Rights
Plan, which had in-turn replaced the Performance
Share Rights Plan that was first introduced in 2012.
Under the 2022 Performance Share Rights Plan,
performance share rights vest and become
exercisable for ordinary shares depending on the
achievement of a designated total shareholder
return hurdle on the third anniversary of the grant
date. The main change in the 2022 Performance
Share Rights Plan from the 2019 Performance Share
Rights Plan is the removal of the provisions
permitting re-testing of the performance share
rights at the fourth and fifth anniversaries of the
grant date. Under the new 2022 Performance Share
Rights Plan, if the hurdle has not been met on the
third anniversary of the grant date, the performance
share rights lapse. The key terms of the 2022
Performance Share Rights Plan are set out on
page 16 of this notice of meeting.
• The Fisher & Paykel Healthcare 2022 Share Option
Plan (the 2022 Option Plan). This has been
introduced as a replacement for the 2019 Share
Option Plan, which had in-turn replaced the 2003
Share Option Plan. Under the 2022 Option Plan,
options vest and become exercisable for ordinary
shares depending on share price performance
relative to a cost of capital benchmark on the third
anniversary of the grant date. The main change in
the 2022 Option Plan is the removal of the

Fisher & Paykel Healthcare Corporation Limited
12
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202213

provisions permitting re-testing of the options at
the fourth and fifth anniversaries of the grant date.
Under the new 2022 Option Plan, if the
performance hurdle has not been met on the third
anniversary of the options being granted, the
options lapse. The key terms of the 2022 Option
Plan are set out on page 18 of this notice of
meeting.
• The removal of the re-testing provisions results in a
lower indicative fair value of each performance
share right and option under the new LTVR Plans
compared to the fair value of each performance
share right and option that were issued by the
company under previous plans. This is because
there is more volatility in the likelihood of the
performance share rights and options vesting under
a single test point plan, as introduced in the new
LTVR Plans.
• Following the annual shareholders’ meeting, an
independent valuation will be obtained from KPMG
to determine the fair value of each performance
share right and option to be issued this year. The
number of instruments to be issued to employees is
based on a set dollar amount divided by the
valuation of the respective LTVR Instrument. A
higher valuation would likely result in less LTVR
instruments being issued, while a lower valuation
would likely result in more LTVR Instruments being
issued this year.
Shareholder approval being sought
Shareholder approval is being sought:
• under resolution 7, to issue up to 100,000
performance share rights to a total value of
$555,000 under the 2022 Performance Share
Rights Plan; and
• under resolution 8, to issue up to 190,000 options
to a total value of $555,000 under the 2022 Option
Plan,
in each case to Lewis Gradon, the Managing Director
and Chief Executive Officer of the company. Mr
Gradon is the only Director eligible to participate in
new grants under the LTVR Plans. The company
intends to issue these LTVR Instruments to Mr Gradon
within one month of the date of the Annual
Shareholders’ Meeting.
The actual number of LTVR Instruments that will be
issued to Mr Gradon this year will be calculated once
the independent valuation is received following the
annual shareholders’ meeting. The number will be
calculated by dividing the total value as approved by
shareholders by the fair value of each instrument.
The tables on the following page compare the total
value and maximum number of LTVR Instruments
proposed to be issued to Mr Gradon this year against
the total maximum number approved last year, as well
as the actual total number and value of LTVR
Instruments issued to Mr Gradon last year.

Fisher & Paykel Healthcare Corporation Limited
14
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202215
As the removal of re-testing provisions results in a
lower indicative fair value of each performance share
right and option, in order to issue the intended total
value to Mr Gradon, additional instruments will need to
be granted (taking into account the fair value of each
LTVR Instrument at the day of grant).
The company also intends to issue, pursuant to NZX
Listing Rule 4.6, up to 2,210,000 LTVR Instruments in
aggregate, to approximately 556 selected senior
executives, managers and other employees of the
company and its subsidiaries. Together with the
maximum number of LTVR Instruments proposed
to be issued to Mr Gradon, the company therefore
intends to issue no more than a maximum aggregate
of 2,500,000 LTVR Instruments to employees,
including Mr Gradon, following the Annual
Shareholders’ Meeting.
The maximum aggregate number for which approval
is sought equates to the issue of LTVR Instruments
to acquire shares representing approximately 0.4%
of the total ordinary shares on issue. If all 2,500,000
LTVR Instruments were exercised for shares, then
shareholders would be diluted by this percentage
amount. In 2021, the actual number of LTVR
Instruments issued was 705,582.
A summary of the key terms of the 2022 Performance
Share Rights Plan and 2022 Option Plan is set out below.
Key Terms of the 2022 Performance Share
Rights Plan
The key terms of the 2022 Performance Share Rights
Plan are:
• No amount is payable by a participant for the grant
of performance share rights.
• One share right gives the participant the potential
to exercise that performance share right for one
ordinary share in the company at no cost.
• Whether (and how many) performance share rights
become exercisable will depend on the company’s
gross total shareholder return (TSR) performance
compared to the performance of the Dow Jones US
Select Medical Equipment Total Return Index in
New Zealand dollars over the same period (the
Index return).
Performance Share Rights
2021
Total Value Issued$525,009
Fair Value per PSR$20.38
Actual Number Issued25,761
Maximum Number Approved60,000
2022
Total Value to be Issued$555,000
Fair Value per PSRValuation conducted by
KPMG after ASM.
Maximum Number to be Issued100,000
Options
2021
Total Value Issued$525,003
Fair Value per Option$ 7.1 3
Actual Amount Issued73,633
Maximum Number Approved190,000
2022
Total Value to be Issued$555,000
Fair Value per PSRValuation conducted by
KPMG after ASM.
Maximum Number to be Issued190,000
LTVR Instruments Total
2021
Total Value Issued$1,050,012
Actual Amount Issued99,394
Maximum Amount Approved250,000
2022
Total Value to be Issued$1,110,000
Maximum Amount to be Issued290,000

Fisher & Paykel Healthcare Corporation Limited
16
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202217
• The company’s TSR will be calculated and
compared against the Index return on the third
anniversary of the grant of the performance share
rights (the PSR Performance Period) .
• Performance share rights will only become
exercisable if the company’s TSR over the PSR
Performance Period exceeds the Index return
over the same period, measured in absolute terms.
If, at the end of the PSR Performance Period, the
company’s TSR performance over that period
exceeds the Index return over the same period
by less than 10%, measured in absolute terms,
then between 50% and 100% of the performance
share rights held by the participant, as determined
on a straight-line basis by the Board, become
exercisable. If the company’s TSR over the PSR
Performance Period exceeds the Index return
over the same period by 10% or more, measured
in absolute terms, then all of the performance
share rights will become exercisable.
• At the end of the PSR Performance Period, the
company will advise each participant whether any
of their performance share rights are exercisable
depending on the above methodology and, if they
are, the number of performance share rights that
are exercisable.
• Exercisable performance share rights may only be
exercised during the 20 business day period from
the date that the participant is notified that the
performance share rights have become exercisable
(excluding, at the Board’s discretion, any days when
trading restrictions apply to a participant) (the
Exercise Period). Any exercisable performance
share rights may be exercised by the participant
at any time during the Exercise Period and will
be deemed to be exercised at 4.59pm on the last
day of the Exercise Period if they have not been
exercised or surrendered by the participant before
that time.
• If no performance share rights are exercisable
because the company’s TSR over the PSR
Performance Period has not exceeded the Index
return over the same period, the performance
share rights lapse.
• Unless otherwise determined by the Board, a
participant’s performance share rights will lapse
on the first to occur of the following events:
–the date of receipt by the company of written
notice from the participant surrendering their
performance share rights;
–5.00pm on the last day of the Exercise Period
in respect of the PSR Performance Period;
–in the case of performance share rights held
by a participant who ceases to be employed
because of serious illness, accident, permanent
disablement, redundancy or death, the last date
of the Exercise Period; and
–in the case of performance share rights held
by a participant who ceases to be employed
because of any other reason, the day on which
that person ceases to be employed.
• Subject to any applicable Listing Rules, the Board
is given discretion to adjust the terms of any
performance share rights to achieve equivalent
treatment as between the participants in the
2022 Performance Share Rights Plan and the
shareholders in the event of a change in the
capital structure of the company.
• The Board is also given discretion to amend the
terms of the 2022 Performance Share Rights Plan,
or of performance share rights, in the case of a
takeover or other change of control transaction in
respect of the company, so as to allow participants
to participate in the benefit of that transaction.
• The company may amend the terms of the 2022
Performance Share Rights Plan, subject to the
consent of any adversely affected participant.
• Performance share rights are not transferable,
other than to certain persons associated with an
employee and approved by the Board, and do not
participate in dividends or other distributions of the
company. Participants are not entitled to participate
in new issues of the underlying securities (such as a
rights issue or bonus issue) prior to exercising the
performance share rights.

Fisher & Paykel Healthcare Corporation Limited
18
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202219
• Performance share rights will not be quoted on
either the NZX Main Board or the ASX markets.
So long as the company remains listed on the NZX
Main Board and/or the ASX markets, it is intended
that the shares issued on exercise of performance
share rights will be quoted on the NZX Main Board
and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of performance share rights will be fully
paid and ranked equally with all other ordinary
shares in the company except for dividends or
other entitlements in respect of which the record
date occurred prior to the date of issue or transfer
of the relevant shares.
Key Terms of the 2022 Option Plan
The key terms of the 2022 Option Plan are:
• No amount is payable for the grant of options.
• One option gives the participant the right to
subscribe at the exercise price for one ordinary
share in the company.
• An option may be exercised only if, on the third
anniversary of the date of grant of an option, the
company’s volume weighted average share price
on the NZX Main Board over the five business days
before that date, exceeds the “Escalated Price”
(described below) on that date.
• The share price will be weighed against the
Escalated Price on the third anniversary of the
date of grant of an option (“Grant Date”). If the
share price exceeds the Escalated Price at that
date, options may be exercised during a period
of 90 business days (excluding, at the Board’s
discretion, any days when trading restrictions
apply to a participant) (“Exercise Period”) after
the company advises the option holder that the
options have become exercisable. If options have
become exercisable, the holder of those options
may exercise all or some of those options during
the Exercise Period, but any options of that
holder issued on the same Grant Date that are
not exercised will be cancelled.
• Unless otherwise determined by the Board, options
lapse on the holder ceasing to be employed by
the company or a subsidiary. If an option holder
ceases to be employed by reason of serious illness,
accident, permanent disablement, redundancy, or
death the holder’s options remain in force until the
end of the Exercise Period.
• The exercise price of options is the company’s
volume weighted average share price on the
NZX Main Board over the five business days
before the Grant Date.
• The Escalated Price is determined as follows:
–At each anniversary of the Grant Date of an
option, a new “base price” will be calculated by:
›increasing the last calculated base price
(which, as at the first anniversary of the Grant
Date, will be the exercise price of the option)
by a percentage amount determined by the
Board to represent the company’s cost of
capital; and
›reducing the resulting figure by the amount
of any dividend paid by the company in the
12-month period immediately preceding
that anniversary.
–The Escalated Price on any particular anniversary
of the Grant Date will be the base price
determined as at that anniversary of the Grant
Date, determined in accordance with the above.
• The Board is given discretion to adjust the terms
of any options (including the exercise price) to
achieve equivalent treatment as between the
participants in the 2022 Option Plan and the
shareholders in the event of a change in the
capital structure of the company.
• The Board is also given discretion to amend the
terms of the 2022 Option Plan or any options in
the case of a takeover or other change of control
transaction in respect of the company, so as to
allow option holders to participate in the benefit
of that transaction.

Fisher & Paykel Healthcare Corporation Limited
20
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202221
• The company may amend the terms of the 2022
Option Plan, subject to the consent of any adversely
affected participant.
• Options are not transferable, other than to certain
persons associated with an employee, and do not
participate in dividends or other distributions
of the company. Participants are not entitled
to participate in new issues of the underlying
securities (such as a rights issue or bonus issue)
prior to exercising the options.
• Options will not be quoted on either the NZX Main
Board or the ASX markets. So long as the company
remains listed on the NZX Main Board and/or the
ASX markets, it is intended that the shares issued
on exercise of options will be quoted on the NZX
Main Board and/or the ASX markets (as applicable).
• Ordinary shares issued or transferred on the
exercise of options will be fully paid and rank
equally with all other ordinary shares in the
company except for dividends or other
entitlements in respect of which the record
date occurred prior to the date of issue or
transfer of the relevant shares.
• The Cancellation Offer facility approved by
shareholders at the 2004 Annual Shareholders’
Meeting (which allows option holders to cancel
vested options in consideration for shares of a
value equal to the gain that the option holders
would receive if they exercised their options)
applies to the options granted under the
2022 Option Plan.
EXPLANATORY NOTE 5 –
NORTH AMERICA EMPLOYEE STOCK
PURCHASE PLAN
The Fisher & Paykel Healthcare Corporation Limited
Employee Stock Purchase Plan was established by
the company on 2 November 2001 and approved by
shareholders at the company’s 2002 annual meeting.
An Amended and Restated Employee Stock Purchase
Plan was approved by shareholders at the company’s
2012 annual meeting. Under California securities
regulations, securities must be issued within 10 years
from the date the plan is established. As this 10 year
period has expired, the Board established the Fisher &
Paykel Healthcare Corporation Limited 2022 Amended
and Restated Employee Stock Purchase Plan (the
2022 Stock Plan) on 29 March 2022.
The 2022 Stock Plan remains the same as the plan
approved in 2012, with only minor administrative
updates required.
The Stock Plan is intended to be a qualified
employee stock purchase plan under Section 423
of the US Internal Revenue Code. In order to qualify,
the US Code of Federal Regulations 26 CFR 1.423-2
requires that the Stock Plan be approved by the
shareholders within 12 months of the date it is
established. Shareholder approval is also required
under relevant California securities regulations in
order for the 2022 Stock Plan to be exempt from
registration requirements in California.
Under the 2022 Stock Plan, employees of the
company’s US and Canadian subsidiaries have the
opportunity to purchase the company’s ordinary
shares at a discount by contribution through the use
of after-tax payroll deductions. The purchase price
of the shares at each purchase date is the lesser of
(a) 85% of the fair market value on the offer date and
(b) 85% of the fair market value on the purchase date.
2022 Stock Plan participants will have the same
rights as any other shareholder once their shares
are purchased.

Fisher & Paykel Healthcare Corporation Limited
22
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202223
As a qualifying plan, the general rule is that no taxable
income will be recognised at the time the employee
purchases ordinary shares pursuant to the 2022 Stock
Plan for US tax purposes. If the requisite shareholder
approval is not obtained, the 2022 Stock Plan will not
qualify for this favourable tax treatment. If the 2022
Stock Plan does not qualify, participants must
recognise as ordinary income on the date the ordinary
shares are purchased, the excess of the fair market
value of the shares on the purchase date over the
price paid by the participants. In addition, without
shareholder approval, the 2022 Stock Plan would
not be exempt from applicable California registration
requirements, which would mean that the company
would have to undertake costly steps to registration.
Key Terms of the 2022 Stock Plan
The key terms of the 2022 Stock Plan are:
• It is intended that annual offers will be made
under the 2022 Stock Plan to employees of the
company’s US and Canadian subsidiaries, although
the company may terminate the 2022 Stock Plan
at any time. The company may determine the
eligibility requirements for each offer, including
that participants’ customary employment is more
than 20 hours per week and more than 5 months
per calendar year, provided that the company
does not require participants to have been in the
employment of a US or Canadian subsidiary for
more than 2 years.
• Employees who would own, immediately after their
acceptance as a participant, shares with at least 5%
of the voting power of all classes of shares of the
company or a related company are not eligible to
participate in the 2022 Stock Plan.
• An employee who ceases to be employed by a
participating subsidiary for any reason will make
no further contributions to the 2022 Stock Plan,
but any contributions already made may be applied
to purchase shares under the terms of the plan
within 90 days of leaving employment. If the
employee leaves employment due to death,
disability or retirement, this period is extended
to 12 months.
• Over the 10 year term of the 2022 Stock Plan, the
maximum aggregate number of shares that may be
issued under the plan is 2,000,000 ordinary shares
plus an annual increase equal to two percent of
the ordinary shares outstanding calculated as of
27 April 2022.
• The maximum aggregate number of shares that
may be issued under the 2022 Stock Plan may
be adjusted upon changes in the ordinary shares
due to company restructurings or changes in its
capital structure.
EXPLANATORY NOTE 6 –
LONG TERM VARIABLE REMUNERATION ISSUE
FOR NORTH AMERICA EMPLOYEES
Introduction
As noted in Explanatory Note 4, a performance share
rights plan was first established by the company
in 2012 and updated plans, including one for North
America-based employees, were introduced in 2019
and more recently in 2022. Under relevant US law, the
2022 Performance Share Rights Plan – North America
requires shareholder approval.
As also noted in Explanatory Note 4, a share option
plan was first established by the company in 2003 and
updated plans, including one for North America-based
employees, were introduced in 2019 and more recently
in 2022. Under relevant US law, the 2022 Share Option
Plan – North America requires shareholder approval.
If shareholder approval of the 2022 Performance
Share Rights Plan - North America and 2022 Share
Option Plan - North America is not obtained, no share
rights and options under those plans will be able to
be issued to employees in North America. In such
event, the Board will investigate alternative long-term
incentives to form part of such employees’ overall
remuneration arrangements.

Fisher & Paykel Healthcare Corporation Limited
24
NOTICE OF ANNUAL SHAREHOLDERS’ MEETING 202225
Key Terms
The key terms of the 2022 Performance Share Rights
Plan – North America are materially the same as the
key terms of the 2022 Performance Share Rights Plan
referred to and described in Explanatory Note 4 on
page 16 with the exception of the application of the
US Securities Act to any shares issued or transferred
upon the exercise of a share right and the events upon
which share rights lapse (to comply with Californian
legislative requirements).
The key terms of the 2022 Share Option Plan – North
America are materially the same as the key terms of
the 2022 Option Plan referred to and described in
Explanatory Note 4 on page 18 with the exception of
the application of the US Securities Act to any shares
issued or transferred upon the exercise of an eligible
option and the events upon which options lapse (to
comply with Californian legislative requirements).
The expected number of LTVR Instruments to be
issued this year under the 2022 Performance Share
Rights Plan - North America and the 2022 Share
Option Plan - North America are included in the
maximum aggregate number of LTVR Instruments
referred to in Explanatory Note 4 above on pages 14
and 15.

---

Lodge your proxy:
Online: vote.linkmarketservices.com/FPH
Scan & Email: meetings@linkmarketservices.com
(Please use “FPH Proxy Form” as the subject for
easy identification)
Mail: Use the enclosed reply paid envelope or
address to:
Link Market Services
PO Box 91976, Auckland 1142, New Zealand
By hand:
Link Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland, New Zealand
General Enquiries:
+64 9 375 5998 or email:
meetings@linkmarketservices.com
SCAN THIS QR CODE WITH YOUR
SMARTPHONE AND VOTE ONLINE
Fisher & Paykel Healthcare Corporation Limited Annual Meeting Voting Form
The Annual Shareholders’ Meeting of Fisher & Paykel Healthcare Corporation Limited (NZBN 9429040719887 and
ABN 69 098 026 281) (the company) will be held online at www.virtualmeeting.co.nz/FPH22 and in person at the
Guineas Ballroom, Ellerslie Racecourse, Auckland, New Zealand (subject to COVID-19 circumstances allowing in person
attendance) on Wednesday, 24 August 2022 commencing at 2.00pm (NZST). To attend online via the above link you
will require your Holder Number for verification purposes.
Proxy Appointment
7 If you are a shareholder entitled to attend and vote at the Annual
Shareholders’ Meeting you are entitled to appoint a proxy or, in the
case of a corporate shareholder, a representative to attend and vote
instead of you. A proxy may be appointed by completing this Voting
Form on-line, or the Voting Form may be completed and mailed,
delivered, or scanned and emailed in accordance with the
instructions above in the box headed “Lodge your Proxy”.
8 A proxy can be any person of your choice and does not have to be
a shareholder of Fisher & Paykel Healthcare. If you wish you can
appoint the Chair of the Meeting as your proxy. The Chair will vote
in accordance with your instructions, or, failing your instruction, in
accordance with the terms set out in note 9 of this Voting Form.
9 If you tick the box “discretion” on any resolution, you are directing
your proxy or representative to decide how to vote on that
resolution on your behalf. If you tick the “abstain” box on any
resolution, you are directing your proxy or representative not to
vote on that resolution. If you return this Voting Form without a
direction as to how to vote on any resolution, or if you tick more
than one box in relation to any resolution, the vote on that
resolution will be treated as “discretion” and your proxy will exercise
his/her discretion as to whether to vote and, if so, how. The Chair
intends to vote discretionary proxies in favour of Resolutions 1 to 11.
10 This Voting Form must be signed by you or your attorney, duly
authorised in writing. In the case of a joint shareholding, this form
must be signed by each of the joint shareholders (or their duly
authorised attorney). In the case of a corporate shareholder, this
Voting Form must be signed by a director or a duly authorised
officer acting under the express or implied authority of the
corporate shareholder, or an attorney duly authorised by the
corporate shareholder.
11 If this Voting Form is signed under a power of attorney,
a certificate of non-revocation must be completed and a copy
of the power of attorney certified by a Solicitor, Justice of the
Peace or Notary Public provided to Link Market Services Limited,
unless it has already been noted by the company or Link Market
Services Limited.
General
12 The company will disregard any votes cast in favour of
Resolutions 7 or 8 by Lewis Gradon and any of his associated
persons (as that term is defined in the NZX Listing Rules).
13 The company need not disregard a vote cast in favour of
Resolutions 7 or 8 by a person referred to in paragraph 12 if that
vote is cast by that person as proxy for a person who is entitled to
vote, in accordance with an express direction on the Voting Form.
COVID-19 IMPLICATIONS
Given the current uncertainty regarding COVID-19, the company may,
in its sole discretion, elect to hold the Annual Shareholders’ Meeting as
an online only meeting in the event that it considers there are potential
risks to the health of meeting attendees. In such circumstances, the
company will provide as much notice as is reasonably practicable,
by way of announcement to the NZX and ASX.
NOTES
Attending the Meeting
1 If you propose to ATTEND the Annual Shareholders’ Meeting in
person please bring this Voting Form to the meeting to assist
with your registration. All shareholders must register with Link
Market Services prior to entering the meeting room. If you wish
to vote using your mobile phone, please download the “LinkVote”
App prior to the meeting on the Apple Store or Google Play Store.
Shareholders who prefer to vote using a voting card will still be able
to do so.
2 Shareholders attending and participating in the Annual Meeting
virtually via www.virtualmeeting.co.nz/FPH22 will be able to vote
and ask questions during the Annual Meeting. More information
regarding virtual attendance at the Annual Meeting (including how
to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/ generic/docs/
OnlinePortalGuide.pdf.
Postal Vote
3 If you are entitled to attend and vote at the Annual Shareholders’
Meeting you are entitled to vote by postal vote. The Company
Secretary has been authorised by the Board to receive and count
postal votes at the Annual Meeting.
4 You can cast your postal vote by one of the methods listed above
in the box headed “Lodge your Proxy”. If you return your postal vote
without indicating how you wish to vote, or your indication on how
to vote is unclear on any resolution, you will be deemed to have
abstained from voting on that resolution.
5 If you complete the postal vote section and also appoint a proxy
then your postal vote will be cast and your proxy appointment
will not be counted.
6 If this Voting Form is returned duly signed by a shareholder with
voting instructions completed, but without indicating that it is a
postal vote, and a proxy has not been appointed, it will be deemed
to be a postal vote.
For your postal vote or proxy to be effective it must be lodged with Link Market Services by no later than 2.00pm,
Monday 22 August 2022 (NZST).
Go online to vote.linkmarketservices.com/FPH to cast your vote or appoint your proxy, or turn over to complete the form.

Section 2:
Voting instructions
This form is to be used to vote as follows on the following resolutions: Tick (
ü
) in box to record your vote
BusinessForAgainstAbstainDiscretion
1.To re-elect Lewis Gradon as a director

2.To re-elect Neville Mitchell as a director

3.To re-elect Donal O’Dwyer as a director

4.To elect Lisa McIntyre as a director

5.To elect Cather Simpson as a director

6.To authorise the Directors to fix the fees and expenses of the auditor

7.To approve the issue of performance share rights to Lewis Gradon

8.To approve the issue of options to Lewis Gradon

9.To approve the 2022 Employee Stock Purchase Plan

10.To approve the 2022 Performance Share Rights Plan – North America

11.To approve the 2022 Performance Share Option Plan – North America

The resolutions above are stated in brief. Please refer to the Notice of Annual Shareholders’ Meeting 2022 for the full text of the
resolutions and the explanatory notes.
Section 1:
Choose to vote by postal vote or appoint a proxy to vote on your behalf
Postal Voting
I wish to vote by postal vote (please tick the box). My voting intention is indicated in the resolution section below.
Appoint a Proxy to vote on your behalf
I/We being a shareholder(s) of
Fisher & Paykel Healthcare Corporation Limited hereby appoint: at:
(full name of proxy) (email)
Or failing that person: at:
(full name of proxy) (email)
as my/our proxy to vote for me/us on my/our behalf as directed below, and on any other matters put to the Annual Shareholders’
Meeting of Fisher & Paykel Healthcare Corporation Limited to be held at 2:00pm on Wednesday, 24 August 2022 (NZST), or at
any adjournment of that meeting. Unless otherwise instructed as below, my/our proxy may vote as he/she thinks fit.
If you wish, you may appoint the Chair of the Meeting as your proxy by entering “Chair of the Meeting” in the box above.
Sign:
Signature of Shareholder(s). This section must be completed.
Contact details
Signed this 2022
(Daytime phone number) (Date)
Signature/s
(All shareholders must sign)


Please tick here if you would like to receive communications electronically – please provide your email address or
email operations@linkmarketservices.co.nz to receive shareholder communications electronically.