Notice of Meeting

Notice of Annual Meeting of Shareholders1
Notice of Annual Meeting
of Shareholders 2020

Notice of Annual Meeting of Shareholders2
Notice of Annual Meeting of Shareholders
23 March 2020
Dear Shareholder
Due to the current COVID-19 situation, Summerset has decided to take the prudent step to hold its Annual
Meeting of Shareholders online only.
We invite you to join us for the virtual Annual Meeting of Shareholders of Summerset Group Holdings
Limited (“Summerset”), to be held online at www.virtualmeeting.co.nz/SUM20. You will still be able to vote
and ask questions at the virtual meeting.
Where:
When:
www.virtualmeeting.co.nz/SUM20
Wednesday, 29 April 2020 at 1.00pm (New Zealand time)
Summerset CEO, Julian Cook and I will talk about Summerset’s performance during the 2019 financial year
and our plans for 2020. Questions from shareholders attending the meeting will be invited.
If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the
instructions on the back of that form so that it reaches Link Market Services by 1.00pm (New Zealand
time) on Monday 27 April 2020.
Items of Business:
A. Chair’s address
B. Chief Executive Officer’s address
C. Update from Committee Chairs
D. Ordinary resolutions
E. 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, that Rob Campbell be re-elected as a Director of Summerset.
3. Having retired, that Andrew Wong be re-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 Venasio-Lorenzo Crawley be re-elected as a Director of Summerset.
5. That the maximum aggregate amount of remuneration payable by Summerset to Directors (in their
capacity as Directors) be increased by $72,000 per annum and any GST payable on these fees, from
$768,000 per annum to $840,000 per annum (plus GST, if any).
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 Explanatory Notes.
I look forward to seeing you at the Annual Meeting and thank you for your ongoing support.
By order of the Board.
Rob Campbell
Chair
23 March 2020

Notice of Annual Meeting of Shareholders3
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, 3 and 4: Re-election of Directors
Pursuant to NZX Listing Rule 2.7.1:
• A Director must not hold office (without re-election) past the third Annual Meeting following the
Director’s appointment or 3 years, whichever is longer; and
• A Director appointed by the Board must not hold office (without re-election) past the next Annual
Meeting following the Director’s appointment.
Rob Campbell and Andrew Wong retire in accordance with NZX Listing Rule 2.7.1 and offer themselves for
re-election. Venasio-Lorenzo Crawley, having been appointed during the year by the Board, also retires in
accordance with NZX Listing Rule 2.7.1 and offers himself for re-election.
The Board has determined that each of Rob, Andrew and Venasio-Lorenzo qualify as Independent
Directors and unanimously support their re-election.
Rob Campbell
Non-executive Director
Independent
BA (Hons 1st), MPhil (Econ)
Term of Office: Appointed Director on 26 September 2011, re-elected on 30
April 2013, 30 April 2014 and 27 April 2017
Board Committees: Audit Committee and Development and Construction
Committee
Rob is the Chair of the Board. He has over 30 years’ experience as a director and an investor.
He is currently the Chair of SKYCITY Entertainment Group, WEL Group Ltd, Tourism Holdings Ltd and
director of Precinct Properties NZ Ltd.
Rob is also an investor and director of a number of substantial private companies and is a director of, or an
advisor to, a number of private investment funds.
Rob has been Chair of Summerset since 2011, when he was appointed to Summerset to lead its listing on
the NZX.
Andrew Wong
Non-executive Director
Independent
BHB, MBChB, MPH, FNZCPHM
Term of Office: Appointed Director on 1 March 2017, re-elected on 27 April 2017
Board Committees: Clinical Governance Committee
Dr Andrew Wong is the Managing Director of HealthCare Holdings Ltd,
a private healthcare investment company. He qualified as a specialist medical
practitioner with a Masters in Public Health, and with a Fellowship of the New Zealand College of Public
Health Medicine.
He has extensive experience in strategic planning and implementation, business development, leadership
and operational management. This has been gained over a 30 year career in public and private health
both in New Zealand and overseas.
Explanatory Notes

Notice of Annual Meeting of Shareholders4
He is a director of a number of companies through his HealthCare Holdings role. These include Auckland
Radiation Oncology, MercyAscot hospitals, Kensington Hospital and Mercy Radiology. Other present
and past directorships include companies providing services in the areas of interventional cardiology,
healthcare property development, medical supplies, day and inpatient surgery and endoscopy, and
veterinary medicine. He has held government appointments with Health Workforce New Zealand and
the Health Innovation Hub, as well as sitting on the Executive of the New Zealand Private Hospitals
Association. Andrew is also an Adjunct Professor of AUT. He has been a director of Summerset since 2017.
Venasio-Lorenzo Crawley
Non-executive Director
Independent
MBA, BA
Term of Office: Appointed Director on 1 February 2020
Board Committees: Nomination and Remuneration Committee
Venasio-Lorenzo is the Chief Customer Officer at Contact Energy and an
Advisory Board Member at the Auckland University of Technology. He has also
recently completed a term as a Future Board Director for The Warehouse Group.
Venasio-Lorenzo’s previous directorships and trustee positions include the Electricity Retailers
Association of NZ Electricity, Gas Complaints Commission (now Utilities Disputes), Loyalty New Zealand,
and Workbase.
He has held senior executive positions at ASB Group and at IAG in both New Zealand and the UK and
has worked across a wide variety of areas including strategy, finance, IT, pricing, data analytics, digital
technology, culture and brand.
Venasio-Lorenzo holds an MBA and BA from Steinbeis University in Germany and has studied at the
Darden School of Business via Virginia State University. He has been a director of Summerset since 2020.
Ordinary Resolution 5: Increase in the Fee Pool of Directors’ Fees
The Board recommends to shareholders that the maximum annual Directors’ remuneration payable to
all Directors of Summerset taken together (“fee pool”) be increased from the current level of $768,000
to $840,000 (plus GST, if any). This reflects a total increase of $72,000 (a 9.38% increase) to the current
approved fee pool plus any GST payable on the fee pool.
There is no intention to increase the standard Directors’ fees at this time. This increase is proposed in
order to reinstate the $72,000 surplus in the fee pool that was approved at the 2019 Annual Meeting.
At the 2019 Annual Meeting, shareholders approved a fee pool of $750,000 (plus GST, if any) (“2019
fee pool”). The 2019 fee pool was sufficient to allow payment of the annual standard Directors fees
of $678,000 (for six directors) and provided a $72,000 surplus in order to allow the Board to approve
payments to Directors for assuming additional responsibilities above and beyond the normal duties of the
Board or any standard Committee. These additional responsibilities would typically include due diligence
work for the issue of retail bonds or other significant strategic work or projects.
For example, in 2018, $24,750 was paid to Directors for additional responsibilities above and beyond the
normal duties of the Board in relation to the due diligence work for the issue of retail bonds in September
2018 and the potential expansion of operations into Australia.

Notice of Annual Meeting of Shareholders5
An increase to the fee pool is recommended in order to reinstate the $72,000 surplus approved at the
2019 Annual Meeting. If approved, this will allow the Board to approve payments to Directors for assuming
additional responsibilities above and beyond the normal duties of either the Board or any standard
Committee. These payments will only be approved in the event of commitments such as significant
strategic work or projects.
Summerset will disregard any votes on Ordinary Resolution 5 by:
1. any Director of Summerset; and
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 Associated Persons as proxy for
a person who is entitled to vote and the Director or that Associated Person votes in accordance with
express instructions to vote for or against a particular resolution on the proxy form.
Due to the appointment of Venasio-Lorenzo Crawley as an additional director, the fee pool was increased
by the Board to $768,000 pursuant to NZX Listing Rule 2.11.3, to enable Venasio-Lorenzo Crawley to be
paid the standard Directors’ remuneration. The current standard Directors’ fees per annum are as tabled in
the 2019 Notice of Meeting, being:
• Chair $180,000
• Non-executive Director $90,000
• Chair of Audit Committee $18,000
• Chair of Clinical Governance Committee $15,000
• Chair of Nomination & Remuneration Committee $7,500
• Chair of Development & Construction Committee. $7,500
The total standard Directors’ fees (for seven directors) are currently $768,000 per annum (plus GST, if any).
Virtual annual meeting
Shareholders will only be able to attend and participate in the Annual Meeting virtually via an online
platform provided by our share registrar, Link Market Services at www.virtualmeeting.co.nz/SUM20.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will be
able to vote and ask questions during the Annual Meeting. More information regarding virtual attendance
at the Annual Meeting (including how to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide available at https://bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf.
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.
IMPORTANT INFORMATION

Notice of Annual Meeting of Shareholders6
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
Monday 27 April 2020. 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 Chair will require voting at the Annual Meeting to be conducted by poll, as required by the NZX
Listing Rules.
More information
If you have any questions, or for more information, please contact Summerset’s Company Secretary,
Robyn Heyman, on (04) 894 7320.
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 1.00pm
(New Zealand time) on Monday 27 April 2020. Any proxy form received after that time will not be valid
for the scheduled meeting.