SPH Notice – Oceania Healthcare Limited

Disclosure of beginning to have substantial holding Section 276, Financial Markets Conduct Act 2013 Note: This form must be completed in accordance with the instructions at the end of the form. To NZX Limited and To Oceania Healthcare Limited Date this disclosure made: 5 May 2017 Date on which substantial holding began: 5 May 2017 Substantial product holder(s) giving disclosure Full name(s): Oceania Healthcare Limited Summary of substantial holding Class of quoted voting products: Ordinary shares in Oceania Healthcare Limited (NZX Code: OCA) Summary for Oceania Healthcare Limited For this disclosure,-- (a) total number held in class: 353,396,576 (b) total in class: 610,254,535 (c) total percentage held in class: 57.910% Details of relevant interests Details for Oceania Healthcare Limited Nature of relevant interest(s): Oceania Healthcare Holdings Limited ("OHHL") is subject to a restricted security agreement (6 pages, attached) with Oceania Healthcare Limited ("Oceania") in respect of all shares held by OHHL prior to the initial public offering of shares in Oceania (the "Offer") which OHHL continues to hold upon completion of the Offer. OHHL has agreed not to transfer, sell, or otherwise dispose of the shares (detailed in Part A of the Schedule to this disclosure) until the first Business Day after the date on which Oceania releases to NZX its preliminary announcement of its financial results in respect of the financial year ended 31 May 2018, except in accordance with limited exceptions set out in the agreement. In addition, certain senior managers of Oceania (or their relevant trusts through which shares are held) are subject to restricted security agreements (in total 27 pages, attached). Under these agreements, the senior managers (or their relevant trusts through which shares are held) have agreed not to transfer, sell, or otherwise dispose of shares held by each of them prior to the Offer which they continue to hold upon completion of the Offer, including shares acquired under Oceania's existing long term incentive plan ("LTIP") for varying restricted periods (as outlined in Part B of the Schedule to this disclosure). Accordingly, Oceania has the power (through these agreements) to control the acquisition and disposition of these shares. For that relevant interest,-- (a) number held in class: 353,396,576 (b) percentage held in class: 57.910% (c) current registered holder(s): see attached Schedule (d) registered holder(s) once transfers are registered: not applicable Details of transactions and events giving rise to substantial holding Details of the transactions or other events requiring disclosure: Oceania Healthcare Limited became a substantial product holder upon Oceania Healthcare Limited's ordinary shares being quoted on the NZX Main Board on 5 May 2017. Additional information Address(es) of substantial product holder(s): Affinity House, 2 Hargreaves Street, St Mary's Bay, Auckland, New Zealand Contact details: Anna Thorburn +64 9 213 1022 anna.thorburn@oceaniahealthcare.co.nz Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Earl Gasparich, Matthew Ward, Mark Stockton, Jill Birch, Barbara Sangster, Anna Thorburn and Oceania Healthcare Holdings Limited. Certification I, Anna Thorburn, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00300697 For:OCA Type:SSH Time:2017-05-05 08:39:33