Notice of Meeting

Summerset Group Holdings Limited
Level 20, Majestic Centre
100 Willis Street, Wellington
P.O Box 5187, Wellington 6140
Phone: 04 894 7320
Facsimile: 04 894 7319
reception@summerset.co.nz
www.summerset.co.nz
22 March 2017


Notice of Annual Meeting of Shareholders

Dear Shareholder

We invite you to join us for the Annual Meeting of Shareholders of Summerset Group Holdings Limited
(“Summerset”), to be held at:

Where: The Makaro Room at Te Raukura, Odlins Square, Taranaki Street Wharf, Wellington
When: Thursday 27 April 2017 at 1.00 p.m. (New Zealand time)

After business has concluded you are welcome to join members of the Board and Management for light
refreshments.

Please bring the enclosed proxy form/admission card to the meeting to assist with your registration.

If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the instructions
on the back so that it reaches Link Market Services by 1.00 p.m. (New Zealand time) on Tuesday 25 April
2017.

Items of Business:

A. Chairman’s address
B. Chief Executive Officer’s address
C. Ordinary resolutions
D. General business and shareholder discussion

Resolutions:

To consider, and if thought fit, to pass the following ordinary resolutions:

1. That the Board is authorised to fix the auditors’ remuneration;
2. Having retired by rotation, that Rob Campbell be re-elected as a Director of Summerset;
3. Having been appointed during the year by the Board and holding office only until the Annual Meeting,
that Gráinne Troute be elected as a Director of Summerset;
4. Having been appointed during the year by the Board and holding office only until the Annual Meeting,
that Dr Andrew Wong be elected as a Director of Summerset;
5. That with effect from 1 May 2017, the maximum aggregate amount of remuneration payable by
Summerset to Directors (in their capacity as Directors) be increased by $50,000 per annum, from
$600,000 per annum to $650,000 per annum.

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.

By order of the Board.



Rob Campbell
Chairman
22 March 2017

Explanatory Notes


Ordinary Resolution 1

Pursuant to the Companies Act 1993, Ernst & Young are automatically reappointed at the Annual Meeting as
auditors of Summerset. The proposed resolution is to authorise the Directors to fix the remuneration of the
auditors, Ernst & Young.


Ordinary Resolution 2: Re-election of Director

Pursuant to clause 26.1 of the Constitution and NZX Main Board Listing Rule 3.3.11, one-third of the Directors
must retire by rotation at each Annual Meeting. Rob Campbell retires in accordance with clause 26.1 of the
Constitution and offers himself for re-election. The Board unanimously supports the re-election of Rob.

ROB CAMPBELL

Board Chairman
Non-executive Director
Independent
Term of Office: Appointed Director on 2 September 2011, re-appointed
Director on 30 April 2013 and 30 April 2014
Board Committees: Audit Committee

Rob has over 30 years’ experience as a director and investor. He is currently
the Chair of Tourism Holdings Ltd and G3 Group Ltd, and a director of
Precinct Properties New Zealand Ltd and T&G Global Ltd, all listed
companies in New Zealand. Rob is also an investor in, and director of, a
number of substantial private companies and is a director of, or an advisor to,
a number of private global equity and hedge funds. Rob holds a Bachelor of
Arts with First Class Honours in Economic History and Political Sciences and
a Masters of Philosophy in Economics.


Ordinary Resolutions 3 and 4: Election of Directors appointed since the last Annual Meeting

Gráinne Troute and Dr Andrew Wong (both independent Directors) offer themselves for election, having
been appointed during the year by the Board. The Board unanimously supports the election of Gráinne and
Andrew.

GRÁINNE TROUTE

Non-executive Director
Independent
Term of Office: Appointed Director on 1 September 2016
Board Committees: Nomination and Remuneration Committee, Audit
Committee, Clinical Governance Committee

Gráinne has many years’ experience in senior executive roles with Coopers
and Lybrand (now PwC), McDonald’s Restaurants NZ, HR Consultancy Right
Management and most recently as General Manager Corporate Services at
SKYCITY Entertainment Group. She is also a director of Tourism Holdings
Limited. Gráinne has vast knowledge of operating customer-focused
businesses in highly competitive sectors and in board and charitable trust
governance roles in New Zealand. She has also spent many years as a trustee
and chair in the not-for-profit sector, including having been Chair of Ronald
McDonald House Charities NZ for five years.

DR ANDREW WONG

Non-executive Director
Independent
Term of Office: Appointed Director on 1 March 2017
Board Committees: Clinical Governance Committee

Andrew is currently Managing Director of MercyAscot Hospital Group and HealthCare
Holdings Limited and director of a number of medical organisations. These
organisations cover a diverse range of areas such as surgical hospitals, day
surgeries, diagnostic radiology and cancer care.







Ordinary Resolution 5: Increase in the Fee Pool of Directors’ Fees

This resolution seeks shareholder approval to increase the maximum aggregate amount of remuneration (“fee
pool”) that may be paid each year to the Directors of Summerset for their services as Directors by $50,000 per
annum, from $600,000 to $650,000. Shareholder approval is required under NZX Listing Rule 3.5.1.

The existing fee pool of $600,000 has been in place since April 2014 and contemplated six Directors. With
the recent appointment of Dr Andrew Wong as Summerset’s sixth Director, $595,000 of this fee pool is now
being utilised on an annualised basis. The increase in the fee pool is necessary to allow for additional fees for
the Chairs of Committees, should any additional Committees of the Board be established in the future, and to
allow for additional fees for specific project work from time to time.

No changes are proposed to the standard current annual Directors’ fees which have been in place since April
2014, and are as follows:

 Chairman $165,000 (including all Committee responsibilities)
 Non-executive Directors $80,000
 Additional fee for the Chair of the Audit Committee $15,000
 Additional fee for the Chair of all other Committees $7,500

Summerset will disregard any votes on Ordinary Resolution 5 by:

1. Any Director of Summerset;
2. Any Associated Person of any Director of Summerset.

Except where any such vote is cast by the Director or one of his or her associates as proxy for a person who
is entitled to vote and the Director or that associate votes in accordance with express instructions to vote for
or against a particular resolution on the proxy form.

IMPORTANT INFORMATION

Proxies

Any shareholder who is entitled to attend and vote at the Annual Meeting may appoint a proxy, who need not
be a shareholder, to attend and vote instead of him or her by completing and returning the enclosed proxy
form. If you appoint a proxy you may either direct your proxy how to vote for you or you may give your proxy
discretion to vote as he/she sees fit. If you wish to give your proxy discretion then you must mark the
appropriate boxes on the form to grant your proxy that discretion. If you do not tick any box for a particular
resolution, then your instruction will be to abstain.

Shareholders can elect to vote their proxies on-line by visiting vote.linkmarketservices.com/SUM or by
scanning the QR code on the Proxy Form with your smartphone.

NZX Register holders:
You will need to enter your Holder Number and FIN to securely complete your proxy appointment.

ASX Register holders:
You will need to enter your Holder Number and postcode to securely complete your proxy appointment.

If you wish to mail the proxy form then please send it to our share registry, Link Market Services Limited, using
the freepost envelope incorporated into the form. Alternatively you can scan and email the completed proxy
form to meetings@linkmarketservices.co.nz (please put the words Summerset Proxy Form in the subject line
for easy identification), or New Zealand-based shareholders may fax the form to (09) 375 5990 and overseas
shareholders may fax it to +64 9 375 5990.

The completed proxy form must be received by the share registry no later than 1.00 p.m. (New Zealand time)
on Tuesday 25 April 2017. Any proxy form received after that time will not be valid for the scheduled meeting.


Ordinary Resolution

An ordinary resolution is one passed by a simple majority of votes from shareholders entitled to vote and voting
on the resolution.

Voting

Voting entitlements for the Annual Meeting will be determined as at 5.00 p.m. (New Zealand time) on 25 April
2017. Registered shareholders at that time will be the only persons entitled to vote at the Annual Meeting and
only the shares registered in those shareholders’ names at that time may be voted at the Annual Meeting.

The Chairman may require voting at the Annual Meeting to be conducted by poll or by a shareholder signifying
their assent or dissent by voice or a show of hands.

More information

If you have any questions, or for more information, please contact Summerset’s Company Secretary, Leanne
Walker, on (04) 894 7361.