Oceania Healthcare Limited (NZE:OCA)
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Apr 24, 2026, 4:59 PM NZST
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AGM 2025

Jun 27, 2025

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Good afternoon, ladies and gentlemen, and fellow shareholders. Thank you for joining us today for the annual meeting of Oceania Healthcare Limited. Today's meeting is being held both in person here at the Hilton in Auckland and also online via Computershare's online meeting platform. The online meeting platform allows shareholders, proxies, and guests to attend virtually. Shareholders and proxy holders participating online will be able to submit questions and vote electronically during the meeting. I encourage you to submit your questions as early as possible to ensure they are addressed at the appropriate time. If you're attending virtually and would like to ask a question, please use the Q&A tab. This will remain open throughout the meeting. You're welcome to submit questions at any time, and they'll be responded to during the relevant agenda item.

If you have any issues with voting or asking questions, please refer to the virtual meeting guide or use the Q&A tab to ask for help, and a member of the Computershare team will assist you. I'm pleased to advise that this meeting has been properly convened and the notice of meeting duly given. There being a quorum of shareholders present, I declare the annual meeting open. I am Elizabeth Coutts, Chair of Oceania Healthcare Limited, and to begin with, I would like to take this opportunity to introduce those people alongside me today. On my left is Suzanne Dvorak, our Chief Executive Officer. On my right is Alan Isaac, an independent director. Alan is the Chair of the Audit Committee and Chair of the Risk Committee and a member of the People and Culture Committee. Alongside Alan is Rob Hamilton.

Rob is Chair of the People and Culture Committee and a member of the Audit Committee and the Sustainability Committee. Next to Rob is Greg Tomlinson, an independent director. Greg is Chair of the Development Committee. Next to Greg is Dame Kerry Prendergast, an independent director. Dame Kerry is the Chair of the Clinical and Health and Safety Committee and a member of the Risk Committee. Next to Dame Kerry is Sally Evans, an independent director. Sally is Chair of the Sustainability Committee and a member of the Clinical Health and Safety Committee. Also in attendance today, a member of our executive team, Kathryn Waugh, is our Chief Financial Officer. Andrew Buckingham is our Chief Property Officer. Claire Fisher is our Chief Legal Officer. Stephen Lester is our Chief Sales and Marketing Officer. Michelle Baker is our Chief Customer and Services Officer.

Also in attendance with us today are representatives from Chapman Tripp, our legal advisors, and Ernst & Young, our auditors. When we come to the formal business of the meeting, I shall put various motions to the meeting that will need to be seconded. Where appropriate, I shall give an opportunity for discussion and then put the motion to the vote. In accordance with the NZX listing rules, voting will be by poll, and I would ask only shareholders and/or proxy holders to vote, please. For those of you attending the meeting virtually, I will shortly open voting for all resolutions to provide you with enough time to vote. At that time, if you are eligible to vote at this meeting, a vote icon will appear. To vote, simply click on the Vote tab and select your voting direction from the options shown on the screen.

Your vote has been cast when the tick appears. To change your vote, select Change Your Vote. You can change your vote at any time until I declare voting closed. I now declare voting open on all items of business. For those of you attending the meeting online, please submit your votes using the Vote icon at any time. I will let you know before I move to close voting. For those of you attending the meeting here in person, for now, you should all have a voting paper, which was given to you when you registered. If you do not, can you please indicate that now by raising your hand and a member of the Computershare team will come and assist you? Computershare will act as scrutineer for today's poll. The results of the votes will be released to the NZX later today.

For those attending the meeting here in person, should you wish to address a comment or question to the Chair, please raise your hand and we will bring a microphone to you. By way of introduction, please advise your name, whether you are a shareholder or, if a proxy holder, the name of the shareholder represented. For those attending the meeting online, questions can be submitted at any time. To ask a question, please select the Q&A tab on your screen. This will open a new screen. Please type in your question into the box at the bottom of the screen and press Send. Please note that while you can submit questions from now on, I will not address questions until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, those questions may be combined.

Finally, due to time constraints, we may run out of time to answer all questions. If this happens, we will answer them in due course via email or by posting responses on our website. The notice of meeting was mailed or emailed to all shareholders and contains the business to be dealt with at this meeting. Are there any apologies that anyone would like to have recorded? No? A number of shareholders have appointed proxies to cast the vote. 429 shareholders holding 349,737,853 shares, which represents 48.29% of the shares on issue, are represented by valid proxies. The Board is holding a number of discretionary proxy votes. I will advise on the number of proxies held by the Board to be voted in favor after each resolution that will be put before the meeting today.

The minutes of the previous annual meeting were reviewed at the first meeting of directors of the company following the annual meeting and were confirmed. A true and correct record of the meeting. The minutes are available for review on the company's website. The Chief Legal Officer also has copies available should any shareholder wish to review them at the conclusion of this meeting. The first item of business is to consider and receive the annual report and the financial statements for the year ended 31 March 2025 and the audit report thereon. The annual report containing the financial statements and the auditor's report for the year ended 31 March 2025 is available to shareholders on the company's website and was circulated either electronically or in hard copy form to all shareholders on the register at the time of mailing. We shall take the annual report as having been read.

Before seeking your comments on the annual report, I will provide you with an update on your company's performance. This will be followed by an address from Suzanne Dvorak, our Chief Executive Officer. I want to begin by thanking everyone who plays a part in Oceania's success, our nearly 2,700 staff and our business partners, and you, our shareholders. Every day, our team provides personal, high-quality support and care to over 3,900 residents across our care homes and retirement villages. Their hard work and dedication are the foundation of everything we do. We also thank you, our investors, for supporting Oceania as we grow and improve for the long term. Since our share market listing in 2017, Oceania's total assets have more than tripled, growing by over 200% to nearly NZD 3 billion. We've made big changes to modernize our portfolio. Today, 88% of sites have been newly developed or acquired.

This means our villages and care centers are newer, higher quality, and better suited to what residents want now and into the future. We're working towards a more balanced mix of care and independent living, with half of care under occupation rights agreements. As a part of this transformation, we've exited or sold 18 sites since listing that no longer fit our long-term strategy. All of this reflects a clear and deliberate shift from a legacy model to one focused on better living environments and a sustainable and stronger business. As you know, we didn't pay an interim dividend earlier this year, and the Board has decided not to pay a final dividend for FY 2025. However, this doesn't mean we're moving away from rewarding shareholders. Instead, we've updated our dividend policy to better reflect how and when we generate cash.

That new policy gives us more flexibility to manage our capital wisely, support future growth, and still return value to shareholders when it makes sense to do so. We believe paying dividends is a good capital management discipline. Our new dividend policy will be to pay out between 40%-60% of its free cash flow from operations. That's excluding development cash flows. The Board may consider a dividend above or below this policy range, subject to Oceania's cash flow and requirements and investment opportunities. Free cash flow from operations is calculated as cash flow from ongoing operations, including realized deferred management fees and capital gains from resale of ORA contracts, less maintenance capital expenditure and finance costs on core debt.

At the time of the Oceania half-year result announcement, we'll have more certainty on the operational performance for the year and therefore be able to assess when dividend payments can resume. We remain committed to careful financial management. As of 31 March 2025, we had NZD 97 million in unused debt capacity, and our gearing and measure of financial leverage has improved to 36.3%, down from 38.3% last year. This progress comes from selling non-core assets, boosting operations more efficiently. We also successfully refinanced our NZD 400 million loan facility this year, keeping the same terms and receiving strong support from new and existing lenders. A clear sign of confidence in our strategy and financial health. The Board continues to pay close attention to managing risks in what is a constantly changing environment.

Over the past year, we've made good progress in strengthening how we identify and manage risks, especially in areas like clinical health and safety, climate change, cybersecurity, regulation, and how we fund and deliver care. This builds on the work we began last year, including the creation of a dedicated Board Risk Committee to ensure we prepared for both new and ongoing challenges. This year marked the second time we reported on our climate-related risks and plans under New Zealand's mandatory rules. We've made strong progress, including developing our first formal climate transition plan. This outlines how we will address climate risks and opportunities over the short, medium, and long term. We also continued making improvements in other sustainable areas like reducing emissions, managing waste, and designing buildings that are more efficient and environmentally friendly.

Oceania was proud to be a finalist for the Sustainability Leadership Award at the 2024 Deloitte Top 200 Awards, recognition of how sustainability is now a key part of our business. Our Board has stayed closely involved with the business throughout the year. We regularly visit our villages to speak with residents, frontline staff, and managers as part of regular health and safety and clinical leadership walks. These visits are critical as they help ensure that real-life experiences shape the decisions we make at the highest level. New Zealand's population is aging fast. The number of people aged 75 and over is expected to double by 2050, from just 400,000 today to over 800,000. Current aged care capacity won't meet that future demand. Oceania is in a strong position to help meet this need. We are focused on completing our current strategy with care and discipline.

At the same time, we're beginning the next phase of our journey under CEO Suzanne Dvorak's leadership. Suzanne and her team have developed a five-year plan that builds on our strengths and focuses on what matters most: improving resident outcomes, developing our workforce, and operating sustainably over the long term. The Board fully supports this new strategy. We believe it gives Oceania a clear, differentiated, and confident path forward. Now, I'd like to invite Suzanne to present her report. Suzanne.

Suzanne Dvorak
CEO, Oceania Healthcare Limited

Thank you, Liz, and good afternoon, ladies and gentlemen. It is a pleasure to speak to you today at my first annual shareholders meeting as Chief Executive of Oceania Healthcare. Since joining in July last year, I've visited many of our villages and met with our residents, their families, and our team across the country.

These conversations have confirmed what makes Oceania special: the deep sense of care, responsibility, and pride our people bring to their work every day in how we look after our residents and in how we support each other. We've worked hard to streamline operations, sharpen our focus, and build on our core strengths. When I joined, we identified two key areas to accelerate performance: improving sales and making our operations more efficient. These efforts have made our business more resilient and better positioned for the future. This year, we've seen solid results. New sales volumes were up by over 17%, and resales were up by 5%. In the second half, new sales rose by 7% compared to the first half, and we achieved this through stronger leadership in sales, improved pricing, and targeted marketing. Several villages stood out.

The Helier in Auckland lifted occupancy from 14% at the start of the year to 41% by late May. The Bellevue in Christchurch sold out all of its apartments in just two years. At Redwood, our care suite centre in Blenheim opened in May 2024 and reached 62% occupancy by the 31st of March. Sales of care suites under ORA were 25% ahead of our expectations. These results show we're making real progress in aligning sales with our development pipeline. We also made headway in managing our capital. Even though we added NZD 120 million of stock from new development, we did achieve NZD 131 million in sales, which helped us bring our stock level down from NZD 353 million to NZD 342 million. In parallel, we refinanced our banking facilities, extended our debt maturities, maintaining confidence, and securing competitive pricing with the support of existing and new lenders.

Importantly, we've continued to be transparent and consistent in how we report. Our accounting policies and disclosures were signed off by Ernst & Young. We carry out independent property valuations every six months. Our 30% deferred management fee has not changed, and weekly fee increases now align with New Zealand superannuation. We're building a leaner and more agile business. Our cost-out program has already saved NZD 5 million. Our broader optimization program is targeting another NZD 10-15 million of savings, and we've already identified another NZD 5 million of savings to be realized starting in the second half of FY 2026. Most importantly, these changes do not impact our resident experience nor on our growth potential. They reflect a smarter way of operating, one that is focused, consistent, and set up for the future. We continue to improve and modernize the quality of our portfolio.

Key milestones in FY 2025 include 68 apartments completed at Owairaka Village, 50 apartments completed at Waterford Village. We opened a 106-suite care building at Elmwood Village. We opened 40 new dementia suites at the Meadowbank Village. We're also preparing for future growth. At Franklin, 31 villas and a community centre are on track for delivery in FY 2026. We bought land in Hastings adjacent to our Graceland site for future development. The outdated buildings at Lady Allum were demolished to make way for a central precinct, and six older sites were sold, helping to reduce debt and lifting the overall quality of our portfolio. Care is our core. It sits at the heart of who we are. We've elevated clinical leadership to the executive level and have launched our Fundamentals of Care framework this year. This framework is about lifting clinical practice and delivering excellence in resident outcomes.

With demand for high-quality care expected to grow significantly, our development strategy includes a substantial pipeline of premium care suites to meet this growing demand. As the sector undergoes a review of the Retirement Villages Act, we are actively contributing and advocating for reforms that support transparency, well-being, and sustainability. We have simplified our structure, invested in leadership, and introduced technology-based platforms like Safety Hub, a user-friendly mobile tool to improve our health and safety system. These platforms provide better visibility and consistency in workforce planning and in safety practices. While there is still work to do, we're building a high-performing and connected workforce. We are supported by an experienced Chair and board with six independent directors who bring a deep knowledge of aged care, which is a real strength for Oceania. Together, we've sharpened our focus on disciplined execution, excellence in care, and on long-term sustainability.

Today, I'm pleased to introduce Oceania's refreshed purpose and strategic pillars. These have been shaped through deep engagement with the Board and executive team and informed by independent research with our people, our residents, and their families. Our new purpose is supporting and empowering people to live well as they age, and this is backed up by four pillars: connected care, inspired living, empowered people, and purposeful impact. Each pillar will be supported by strategic priorities that will guide our work over the next five years. In connected care, we will focus on improving continuity and satisfaction across the care and aging journey, strengthening digital engagement, and expanding models that support aging in place. For inspired living, we are focused on well-being, lifestyle, and connection, creating services and environments that foster dignity and independence, and optimising our sales strategies.

Under empowered people, our priorities are to enhance leadership, support professional development, and foster a strong, positive employee experience. Under purposeful impact, we will drive sustainable growth and innovation whilst embedding social and environmental value into how we plan, invest, and measure success. These pillars will help to guide our investment decisions and impact for residents, their families, our team, and shareholders alike. On the 5th of June, we released our climate transition plan, outlining how we are adapting our villages and buildings, lowering emissions, and supporting our people as we prepare for a climate-resilient future. In closing, I want to sincerely thank the executive team for the efforts they've put in over the past year. Their work has strengthened and simplified the business and created a strong platform for the future. I'd also like to thank our Chair, Elizabeth Coutts, and the Board for their leadership and support.

There's still much more to do, but I am excited about what comes next, and I am confident that Oceania is on the right path. We're well positioned for the next chapter, and I look forward to working with you all, residents, families, employees, and shareholders, as we continue to grow stronger together. Thank you.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you, Suzanne. Are there any questions arising from the annual report or from my address or the presentation from Suzanne? If you wish to ask a question, please raise your hand, and we will bring a microphone to you. Please advise your name, whether you are a shareholder or if it's a proxy holder, the name of the shareholder represented. We have a hand. We need a microphone down the front here. Thank you.

Graham Shirley
Shareholder, Shirley Loving Trust

Thank you. Graham Shirley, on behalf of the Shirley Loving Trust, the shareholder, obviously.

I happened to be at a lawn bowling tournament yesterday as the person welcoming the sponsor who happened to be a share broker. I mentioned to him that based on the net asset backing of Oceania at NZD 1.51 a share and its share price at NZD 0.66 a share at the time, I think it's now NZD 0.67, it was like buying a house for NZD 1,510,000 and only having to pay NZD 660,000. He said the difference was because of the debt of Oceania and the likelihood that there would be a cash issue to pay down some of the debt. My question is actually an invitation to comment on that.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

First of all, we have no intention of doing a capital raise because of debt levels.

Our debt levels are at a very manageable level, and so I'd say no, there was no intention to do a capital raise to repay debt.

Harry Chen
Co-Founder and CFO, E3A Healthcare Pte Ltd

Hi. My name is Harry Chen. I'm a shareholder. Regarding the ICT, that's related to improving productivity and efficiency. I would like to know, is it related, how much is it related to, for example, AI? And what about, for example, 3D printing for construction? Are those related? If it's different, can you explain in detail what exactly happened on the slide?

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you. Suzanne, would you like to answer that?

Suzanne Dvorak
CEO, Oceania Healthcare Limited

Sure. At this point, I can't say we're doing things that are quite as advanced as the 3D printing. What we are doing is investing in systems that fundamentally accelerate our way of doing business.

They'll make it easier for our people to do their jobs more efficiently, and it will make it easier for us to communicate with our residents. At this point in time, it's about facilitating efficient work practice as opposed to anything further. We look forward to being able to invest in and use AI technology and other forms of advancement for development and planning.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you. Are there any other?

Speaker 8

Currently, I'm a shareholder. 41% occupation of the Helier must be extremely disappointing. The fact that you are unable to pay a dividend for the whole year. How much of a drag on the balance sheet is the Helier? What are your plans to upgrade the occupancy rate?

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

First of all, the Helier isn't a significant drag on the balance sheet as such.

It's just the fact that we have about four or five new developments that have come on the last couple of years. Suzanne can answer the initiatives that have been underway to increase occupancy at the Helier. You answered that question.

Suzanne Dvorak
CEO, Oceania Healthcare Limited

Over time, we have realized, I think, that when we first built the Helier, we thought people would come. Actually, we've had to find different ways of communicating with the right person to come into the Helier. We have invested in events that are local to the community so that we can raise awareness and invite people into the facility so that they can have a look. We are also using an external agency called Marketability, who work on a commission-only basis, and they work alongside our paid sales team.

Through this partnership, we've been able to increase both the momentum of interest and the momentum of sales. I understand that has been over a very short period of time that we have achieved that increase, and we're looking to continue that momentum into this financial year.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Any other? We've got a question down the front here.

Beryl Plummer
Representative, Shareholders Association

Thank you. Beryl Plummer. I'm a shareholder and also the Shareholders Association representative at this meeting. I've been asked by the Shareholders Association to dig into the dividends a bit more. Obviously, there's a great deal of disappointment in the non-payment of dividends. I'm guessing, looking at the annual report, that with the cash flow things we were talking about, the information that's on page—she's looking for the page—35, 36 is the cash flow pages.

When do you expect to be able to sustainably pay dividends in the future? And what sort of lift are we expecting to see to be able to do that?

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

We will make the assessment at our half year, and that will depend on what our sales cadence is and how far through Suzanne and her team are with their cost-out programs. We will assess it at that stage. We do not believe when our debt level is at 36% that we should be paying a dividend at the moment. At the moment, if we can get that down a couple of percent. As I say, we think it is good capital management discipline to be paying a dividend. As soon as we think that we reach that point.

Beryl Plummer
Representative, Shareholders Association

We are probably talking something more like 30%?

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

We have said the range is 40-60%.

Beryl Plummer
Representative, Shareholders Association

No, the debt percentage.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Oh, we're at 38. We're at 36.3 at the moment as of March.

Beryl Plummer
Representative, Shareholders Association

Okay. That was one question. Another question I alluded to this when we were talking before is I went to the Summerset meeting a few months ago, and they're quite quickly moving away from any of the care facility offerings as much as they can. They're going to offer it for their own residents, but not a lot more because they cannot see how they can make money out of it. Oceania seems to be putting more emphasis on the care facilities. As an aging person, I think that's fantastic. As a shareholder, how do you see the road to make a reasonable return out of the care facilities?

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

First of all, when we talk about care, there are various levels of care.

There's care at hospital level, dementia level, rest home level, assisted living. In a general sense, they might say they're excellent care. In particular areas, in premium care, where we operate the ORA, a care suite model with ORAs, we are progressing that and will continue to progress that because that does provide us a return, and some of the higher level care does. We also need to maintain our relationships within the community. We offer a portfolio of care to maintain those relationships. For us, it is business. It is our core business. We will be there where it's profitable and there's a good return for our shareholders. Having said that, in the sites, we are not getting returns.

We have exited, for example, as we said, over the last since listing, I think we've exited 18 sites where we can't make the return. Primarily, they are care sites.

Beryl Plummer
Representative, Shareholders Association

They were quoting figures about less than 1% return on capital, something like that. I can't remember exactly the figures on the care offerings. You obviously think you can do much better than that?

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Yes, we do.

Beryl Plummer
Representative, Shareholders Association

Yeah. Okay. I have just one last question. A lot of your goals and aspirations are service you provide is about staff and staff retention and the quality of your staff. What programs do you put in place or what monitoring do you have put in place around those sorts of issues and things?

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Suzanne, you might like to answer that about the workforce.

Suzanne Dvorak
CEO, Oceania Healthcare Limited

I would say that, first of all, to provide care at both a profitable and enjoyable level for residents, you need to retain your staff so that you have a consistent staffing base across your portfolio. We are most particularly focused on, A, attracting the right person at the right time, hiring well, and then retaining them. The programs that we are putting in place are measuring all of those activities. Things on top of that are nice to have. Right now, we are focused on hire the right people, retain the right people, and reward the right people.

Beryl Plummer
Representative, Shareholders Association

Thank you.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you. Are there any more questions? Yes, we have another. Thank you.

Speaker 9

Yeah. Yes. Haley Cheng, shareholder. I do not have questions, but I have two suggestions to improve the company's performance.

The first one is I have a friend who is an architect, and she told me that her South European colleagues built Oceania Healthcare apartments. For the South Europeans, they do not afraid of the cold. Last annual shareholder meeting, a number of shareholders complained of the southern side of the retirement village where they are cold and do not have car park. For the South Europeans, particularly like the Croatians, they are much more enduring than the local Kiwis. I suggest to, what should I say, pay attention to those Croatian associations to promote our Oceania Healthcare apartments, which do not have car park. They will cycle everywhere. Yeah. This is the first one. The second one is we try to earn as much money as possible. Yeah. Stephen now have, what should I say, the new sales manager, and we have improved sales.

I wish to suggest that during Christmas period or New Year period, when there is not much sites, what should I say, people buying village home at that time, I suggest whether there are any vacant village units that can be rented out as a hotel, but just cheaper than a hotel, so that those relatives living in Australia or Britain or elsewhere, when they come to visit their old parents, they do not need to rent a hotel. They can rent a unit in the village so that we can earn more extra money. Each penny counts. Of course, it depends on the board decision whether it is feasible or not. Lastly, Sally, can I talk to you after the AGM for two minutes? It is regarding the Helios. I am a shareholder of that. Thank you.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you. Thank you.

Look, it's great that you have taken the time to come up with those suggestions, which we really value. Thank you very much. They're much appreciated. Suzanne and Claire will have a note of those. We'll make sure that they get followed up. Thank you very much. Are there any other questions or comments that anyone else? Oh, yes. Sorry, you were in a shadow there. Thank you.

John Boscan
Proxy Holder, Hobson Enterprises

Yes. My name is John Boscawen. I'll be very brief. I'm a proxy holder for Hobson Enterprises. We heard earlier from a representative of the Shareholders Association. I don't represent the Shareholders Association, but I am a member. I just wanted to compliment the company on the presentation and the open day they had on Monday afternoon for members of the Shareholders Association. You extended an invitation to, I'd say, about 25 shareholders.

Members were free to decide whether to go or not. I did go. I thought the presentation was very impressive. I was particularly impressed by the fact that not only was Suzanne there, every member of her senior management team was there. I would simply say to the chair and the directors, I think your team is doing a very good job, and I think you should be very proud of them. Thank you.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you, John. That is much appreciated. As I say, in this tough market environment, to get some thanks and recognition, I am sure our management will very much welcome that. Thank you. Any other questions, comments? No? Okay. We will now, and there are no comments online. Nothing has come through to me. We will now move to the formal part of the meeting. All items of business are ordinary resolutions.

To be passed, they require approval by a simple majority of more than 50% of the votes of shareholders entitled to vote in voting on resolutions. Voting will be by poll. Each share held by a shareholder confers one vote. For those of you attending the meeting in person, to cast your vote, please complete your voting paper by ticking for, against, or abstain in the appropriate place for each resolution. When I invite you to vote on the resolution, voting papers will be collected at the end of the meeting by Computershare. If you have any difficulty, please raise your hand, and a member of the Computershare team will assist you. For those of you attending the meeting online, as I mentioned before, to vote, please select the vote icon. This will bring up a list of resolutions and present you with voting options.

To cast your vote, simply select one of the options. There is no need to press a submit or enter button as the vote is automatically recorded. We now move to the next item of business, which relates to the re-election of a director. 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 three years, whichever is longer. In this case, Rob Hamilton is offering himself for re-election as a director of the company. The board has determined that in its view, if re-elected, Rob Hamilton would continue to be an independent director for the purposes of the NZX listing rules. Rob Hamilton stands for support of other directors of the company. A brief biography regarding Rob is included on the website and in the notice of meeting.

I will now ask Rob to briefly talk in support of his re-election.

Rob Hamilton
Independent Director, Oceania Healthcare Limited

Thanks, Liz. Good afternoon, everyone. I'm Rob Hamilton, and I've had the privilege of serving on the board of Oceania Healthcare since 2021. My background spans over 30 years in New Zealand's capital markets and finance sector, including executive roles as CFO at SkyCity and as a managing director and head of investment banking at Jarden. Today, I serve on the boards of Westpac New Zealand, Tourism Holdings, Mercury NZ, and Meadow Mushrooms. I'm also the chair of the Auckland Grammar School Foundation Trust. I also continue to be involved in strategic advisory work through my own consulting business. At Oceania, I serve on the sustainability and audit committees.

These roles have given me the opportunity to help shape how the organization fosters leadership capability and workforce engagement, maintains financial discipline, and embeds environmental and social responsibility as part of our long-term planning and governance settings. I also have a personal association with Oceania. My mom has been a resident in our Meadowbank Village for the past 10 years. As Liz highlighted, we were proud to be recognized as a finalist in the sustainability leadership category at the 2024 Deloitte Top 200 Awards. For me, that recognition reflects the genuine progress Oceania has made, not just in reporting, but in integrating sustainability into our thinking, our decision-making, and ultimately our value creation. It's also been rewarding to support the board's oversight of innovation across our portfolio.

As directors, we've spent time considering how the business can respond to evolving resident expectations in a way that's commercially sound, operationally feasible, and aligned with our purpose. I value bringing strategic and capital markets perspectives to the board and would welcome the opportunity to continue contributing to Oceania's next phase. Thank you for considering my re-election. I look forward to your support and ask for your vote. Thank you.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you, Rob. I now move that Rob Hamilton be re-elected as a director of the company. Can I have a seconder, please?

Speaker 11

Yes.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you. Is there any discussion? There does not appear to be. I now put the motion and invite you to vote by marking Resolution 1 on your voting card or selecting one of the options on the vote icon.

I advise that the board is holding a total of 211,929 discretionary proxies which will be voted in favor of this resolution. I now move to the next resolution regarding the remuneration of the auditor. I now move that the directors be authorized to fix the auditor's remuneration for the ensuing year. As stated in the notice of meeting, the current auditor of the company, Ernst & Young, appointed on 28 August 2023, will be automatically reappointed as the company's auditor under Section 207(t) of the Companies Act 1993. Under Section 207(s) 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. Can I have a seconder?

Speaker 10

Yes.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you. Thank you. Is there any discussion?

I now put the motion and invite you to vote by marking Resolution 2 on your voting card or selecting one of the options in the vote icon. I advise that the board is holding a total of 282,105 discretionary proxies which will be voted in favor of this resolution. Thank you. This concludes the meeting's formal resolutions. I will shortly close the voting system. Please ensure that you have cast your votes on all resolutions. I will now pause to allow you time to finalize your votes. The results will be published to the market later today. Please put your completed voting papers in the ballot boxes as you leave the meeting, and please ensure that your voting paper has been signed. For those of you attending the meeting online, I now declare voting closed.

Are there any items of general business that have not previously been covered within the meeting that you as shareholders now wish to raise? If you wish to ask a question, please raise your hand, and we will bring a microphone to you. Again, please advise your name, whether you are a shareholder or a proxy holder, or if a proxy holder, the name of the shareholder represented. Does not appear to be questions in the room. There was one online. When did we last tender the external audit, and when will we next tender the external audit? The audit went to tender in 2023, and EY replaced PwC. Under the rules, the auditor changes every 10 years and the audit partner every five years. At this stage, we do not have any intentions to do another tender of the audit, having just done one in 2023.

We have a question online with respect to overseas ownership. A question is, if Oceania was taken over by an offshore entity, do we have any concerns from the government with respect to foreign ownership and preventing such a transaction? I think that's hypothetical because we can't comment on any kind of speculation. There isn't any activity that has occurred or that we know about. We're really being asked to comment on what someone else might do, and we just don't know. We can't comment on that because we haven't received anything of that nature. There's also another question. Should New Zealand adopt Australian reforms? I suspect that is with respect to care. Do you want me to answer? Yes, if you can handle that, Suzanne.

Suzanne Dvorak
CEO, Oceania Healthcare Limited

I really don't think that New Zealand should adopt in its entirety their reforms from Australia by any means. I think both countries have a lot to learn from each other. One of the things that's greatest about the care in New Zealand is the personalised nature of it and that the caring feels very genuine and certainly in no way, shape, or form institutionalised. I think that the regulation in Australia now, which then resulted in funding, clearly had a good outcome for the sector and for the shareholders. I think the fire that the Australian sector had to go through to get to that point should be avoided at all costs by New Zealand, if possible.

That said, certainly having a foot in both camps here, being Australian by birth and living and working in New Zealand now, I think you can take the best from both countries, but certainly not adopt it in its entirety.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

Thank you, Suzanne. We have one more question online. It says that Oceania made $1.3 million in donations last year. Can we provide some insights on where those donations were made? Oceania did not make $1.3 million in donations last year. It made $1,300. I will not decimal point out also. I think that is one more question. How are the 40 dementia units being offered? Is this via ORA or another model? Suzanne, you might like to answer that.

Suzanne Dvorak
CEO, Oceania Healthcare Limited

This is definitely via an ORA model. Okay, thank you.

Elizabeth Coutts
Chair and Independent Director, Oceania Healthcare Limited

That appears to be the last of the questions online. Thank you.

Thank you very much for attending this afternoon. Particularly appreciated because of the weather outside. I imagine it was challenging for some of you to get here, and you may have thought twice. I am very pleased that you have made the effort to come along today. We do put a lot of effort into preparing for this, so we are extremely grateful that you made the effort. Thank you very much. I now declare the meeting closed and invite those of you who are here in person to join with the directors and management for afternoon tea and refreshments. I would also like to remind you that those of you who are here in person, please put your completed and signed voting papers—make sure it is signed—in the ballot box as you make your way to afternoon tea. Thank you very much.

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