Notice of Meeting
Notice of Annual Meeting of Shareholders1
Notice of Annual Meeting of Shareholders
22 March 2018
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:
When:
South Level 3 Lounge, Eden Park, 42 Reimers Avenue, Kingsland, Auckland
Friday 27 April 2018 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 your 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
Wednesday 25 April 2018.
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 James Ogden be re-elected as a Director of Summerset; and
3. Having retired by rotation, that Dr Marie Bismark be re-elected as a Director of Summerset.
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 2018
Notice of Annual Meeting of Shareholders2
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 Resolutions 2 and 3: Re-election of Directors
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. James Ogden and Dr Marie Bismark retire
in accordance with clause 26.1 of the Constitution and offers themselves for re-election. The Board
unanimously supports the re-election of James and Marie.
James OgdenDr Marie Bismark
Non-executive Director
Independent
Term of Office: Appointed Director on 2 September
2011, re-appointed Director on 30 April 2013 and
30 April 2015
Board Committees: Audit Committee (Chair),
Nomination and Remuneration Committee,
Development and Construction Committee
James is the Chair of Summerset’s Audit
Committee. He is a director of Vista Group
International Limited and Chair of the Investment
Committee of Pencarrow Private Equity.
In October 2017, James joined MMC Limited as
Chair and Foundation Life (NZ) as a director.
James has had a career as an investment banker,
including six years as Country Manager for
Macquarie Bank and five years as a director of
Credit Suisse First Boston. He also worked in
the New Zealand dairy industry for eight years in
chief executive and finance roles.
James holds a Bachelor of Commerce and
Administration with First Class Honours and is a
Chartered Fellow of the Institute of Directors
and a Fellow of the Chartered Accountants Australia
and New Zealand (CAANZ).
James has been a director of Summerset since 2011
when he was appointed to Summerset prior to its
listing on the NZX.
Non-executive Director
Independent
Term of Office: Appointed Director on 1 September
2013, reappointed Director on 30 April 2015
Board Committees: Clinical Governance Committee
(Chair), Nomination and Remuneration Committee
Marie is Chair of Summerset’s Clinical Governance
Committee. She holds degrees in law, medicine,
bioethics, and public health, and has completed a
Harkness Fellowship in Healthcare Policy at
Harvard University.
Marie works as a psychiatry registrar with Melbourne
Health, and as an Associate Professor at Melbourne
University.
Her research focuses on patients’ rights, quality
of care, and medical regulation. Marie is an
experienced company director, serving on the
boards of GMHBA health insurance and on the
Veterans Health Advisory Panel.
Marie has been a director with Summerset
since 2013.
Explanatory Notes
Notice of Annual Meeting of Shareholders3
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 CSN/Holder Number and Authorisation Code(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 Wednesday 25 April 2018. 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
Wednesday 25 April 2018. 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.
Important Information
Notice of Annual Meeting of Shareholders4
Venue
South Level 3 Lounge at Eden Park, 42 Reimers Avenue, Kingsland, Auckland
Directions
1. Free parking is available in P5 off Reimers Avenue
2. Enter Eden Park via Gate G
3. Take the lift to Level 3
4. Security will be available to direct you from here
Venue Directions
Kingsland Station
TRAINS
A
B
GF
Q
P1
P2
P5
136 parks across P1 & P2
Car park P2
Car park P2
Car park P5
99 Parks
SANDRING
HAM ROAD
REIMERS AVENUE
CRI
CKET A
VENUE
WAIRE
PO SWAMP
WALK
WALTERS
ROAD
RALEIGH STREET
BELLWOOD A VENUE
Free parking is available in P5 off
Reimers Avenue
Enter Eden Park via Gate G
Take the lift to Level 3
Security will be available to direct
you from here
South Stand
East Stand
North Stand
West Stand
Car park P1
108 Parks or Bus Hub
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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