Capital Change Notice

Notice of grant of Options under the Oceania Healthcare Share Option Plan

This notice is given under the NZX Listing Rule 3.13.1 and relates to the grant of options (Options) to acquire ordinary shares in Oceania Healthcare Limited under the Oceania Healthcare Share Option Plan.

Section 1: Issuer information
Name of issuer Oceania Healthcare Limited
NZX ticker code OCA
Class of financial product Option to acquire ordinary shares
ISIN (If unknown, check on NZX website) N/A. The Options will not be quoted.
Currency NZD

Section 2: Capital change details
Number issued 6,251,580 Options
Nominal value (if any) N/A
Issue price per security N/A
Nature of the payment (for example, cash or other consideration) No consideration is payable for the issue of Options, in accordance with the Oceania Healthcare Share Option Plan Rules.
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products issued (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence) 29.17% of all Options currently on issue.

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) Subject to continued employment, Option holders will be able to exercise the Options during the exercise period, which begins 10 Business Days after:
(a) in respect of 5,476,195 Options issued to senior leaders, announcement of OCA’s final results in 2026; and
(b) in respect of 775,385 Options issued to the CEO, announcement of OCA’s final results in 2027,
(Vesting Date) and ends 90 days after the Vesting Date.
The exercise price for the Options is:
(a) in respect of 5,476,195 Options issued to senior leaders, $0.82, being the volume weighted average price of OCA shares on the NZX Main Board for the five-trading day period commencing 2 days after OCA’s FY2023 results announcement (i.e. 5-day VWAP from 26 May 2023); and
(b) in respect of 775,385 Options issued to the CEO, $0.76, being the volume weighted average price of OCA shares on the NZX Main Board for the five trading day period prior to 22 July 2024 (being the commencement date as CEO).

On exercise of the Options, OCA will facilitate a cashless (net settled) exercise by issuing such number of shares as is equal to the difference between the then current market value and the exercise price, multiplied by the number of Options being exercised, divided by the then current market value.

OCA will pay tax on the Option holder’s behalf for the taxable benefit received by the holder under the plan, but there will be a reduction in the number of shares to be issued to such holder on exercise to the extent the amount of such tax in New Zealand is greater than the tax savings available to OCA (or a subsidiary) in relation to such benefit.
Reason for issue and specific authority for issue (the reason for change must be identified here) The board of OCA has resolved to offer the Options to the CEO and selected employees in order to:
(a) reward and retain the CEO and other participants;
(b) drive longer-term performance and alignment of incentives of the CEO and other participants with the interests of Oceania’s shareholders; and
(c) encourage longer term decision-making by the CEO and other participants.
Total number of Financial Products of the Class after the issue (excluding Treasury Stock) and the total number of Financial Products of the Class held as Treasury Stock after the issue. 27,680,151 Options
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, including a reference to the rule pursuant to which the issue is made Board resolutions dated 25 September 2024, 10 October 2024 and NZX Listing Rule 4.6.1

Terms or details of the issue (for example: restrictions, escrow arrangements) Options are subject to the Oceania Healthcare Share Option Plan Rules.

New ordinary shares issued upon exercise of the Options will rank equally in all respects with the ordinary shares already on issue.
Date of issue 15/10/2024

Section 3: Authority for this announcement and contact person
Name of person authorised to make this announcement Claire Fisher
Contact person for this announcement Claire Fisher
Contact phone number +64 9 361 0350
Contact email address [email protected]
Date of release through MAP 15/10/2024

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Announcement PDF