Notice of Meeting

Business
A. Annual Report and Financial Statements
To consider and receive the annual report and the financial statements for the year
ended 31 March 2025 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 Rob Hamilton: That Rob Hamilton be re-elected as a director
of the Company.
2. Auditor’s remuneration: That the directors be authorised to fix the auditor’s
remuneration for the ensuing year.
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 of Meeting 2025
Delivering
Better.
Notice is given that
the Annual Meeting of
Shareholders of Oceania
Healthcare Limited
(Company) will be held
at the Hilton Auckland,
147 Quay Street,
Auckland and online at
https://meetnow.global/nz
on Friday 27 June 2025
commencing at 2.00pm.

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 5.00pm on Tuesday 24 June 2025.
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 of the Company is willing to act
as proxy for any shareholder who wishes to
appoint her for that purpose. The Chair intends
to vote any undirected proxies in favour of
the resolutions.
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 Wednesday 25 June 2025.
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.
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,
Rob Hamilton offers himself for re-election
as a Director of the Company.
The Board has determined that, in its view,
if re-elected, Rob Hamilton will continue to be
an independent Director for the purposes of
the NZX Listing Rules. Rob Hamilton stands
for re-election with the support of the other
Directors of the Company.
Resolution 1: Re-election of Rob Hamilton
Rob Hamilton (BSc, BCom) has been a director
of Oceania since 17 September 2021.
Rob is a respected member of the capital
markets and finance community in New
Zealand, with more than 30 years’ experience
in senior executive roles. Rob is currently a
Director of Westpac New Zealand Limited, a
Director of Tourism Holdings Limited, a Director
of Mercury NZ Limited and Chair of the
Auckland Grammar School Foundation Trust.
He was previously Chief Financial Officer at
SkyCity Entertainment Group Limited and a
Managing Director and Head of Investment
Banking at Jarden (formerly First NZ Capital).
Rob was also previously a member of the
Auckland Grammar School Board of Trustees
and a Board member on the New Zealand
Olympic Committee.
Rob is Chair of the People and Culture
Committee and is a member of the Audit
Committee and the Sustainability Committee.
Auditor’s Remuneration
Resolution 2: 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.
For and on behalf of the Board
Elizabeth Coutts
Chair, Oceania Healthcare Limited
27 May 2025
oceaniahealthcare.co.nz
Notice of Meeting 2025

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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. The Chair intends to vote
any undirected proxies in favour of the resolutions.
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, and any undirected votes will (subject
to any restriction(s) set out in the NZX Listing Rules) be voted in accordance
with the Chair’s discretion.
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
Wednesday, 25 June 2025.
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 Wednesday, 25 June 2025.
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 Shareholder Meeting of Oceania
Healthcare Limited to be held at the Hilton Auckland, 147 Quay Street, Auckland and online at https:/meetnow.global/nz on Friday, 27 June 2025 commencing
at 2.00pm 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
That Rob Hamilton be re-elected as a director of the Company.
Item 2
That the directors be authorised to fix the auditor’s remuneration for the ensuing year.
Annual Shareholder Meeting of Oceania Healthcare Limited
to be held at the Hilton Auckland, 147 Quay Street, Auckland
and online at https:/meetnow.global/nz on
Friday, 27 June 2025 commencing at 2.00pm.
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

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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.