SPH Notice – Radius Residential Care Limited

1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To Radius Residential Care Limited (NZX:RAD)
Relevant event being disclosed: Movement of 1% or more in substantial holding
Date of relevant event: 5 August 2021
Date this disclosure made: 5 August 2021
Date last disclosure made: 10 December 2020
Substantial product holder(s) giving disclosure
Full name(s): Radius Residential Care Limited (“Radius Care”)
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Radius Care (“Shares”)
Summary for Radius Care
For this disclosure,—
(a) total number held in class: 128,370,310
(b) total in class: 253,418,075
(c) total percentage held in class: 50.656%
For last disclosure,—
(a) total number held in class: 109,139,542
(b) total in class: 176,495,000
(c) total percentage held in class: 61.837%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: On 5 August 2021, Radius
Care:
• allotted 9,615,384 Shares to Neil John Foster and entered into an Escrow Deed with
Mr Foster under which Mr Foster agreed that he would not sell, transfer or
otherwise dispose of any of those Shares for a period of 12 months. A copy of the
Escrow Deed is attached to this notice (two pages);
• allotted 4,807,692 Shares to Trevor Maxwell Jones and entered into an Escrow
Deed with Mr Jones under which Mr Jones agreed that he would not sell, transfer or

2
otherwise dispose of any of those Shares for a period of 12 months. A copy of the
Escrow Deed is attached to this notice (two pages); and
• allotted 4,807,692 Shares to Glenn Raymond Miller and entered into an Escrow
Deed with Mr Miller under which Mr Miller agreed that he would not sell, transfer or
otherwise dispose of any of those Shares for a period of 12 months. A copy of the
Escrow Deed is attached to this notice (two pages).

Details after relevant event
Details for Radius Care
Nature of relevant interest(s): Power to control the disposal of Shares pursuant to an:
• Escrow Deed between Radius Care and Neil John Foster as referred to above;
• Escrow Deed between Radius Care and Trevor Maxwell Jones as referred to above;
• Escrow Deed between Radius Care and Glenn Raymond Miller as referred to above;
• Escrow Deed between Radius Care, ASB Bank Limited and Wave Rider Holdings
Limited as trustee of the Wave Rider Trust (“WRHL”) as described in and attached
to Radius Care’s substantial product holder notice dated 10 December 2020; and
• Escrow Deed between Radius Care, ASB Bank Limited and Knox Fund IV NZD LP
and Knox Fund IV AUD LP (the “Knox Funds”) as described in and attached to
Radius Care’s substantial product holder notice dated 10 December 2020.
For that relevant interest, —
(a) number held in class: 128,370,310
(b) percentage held in class: 50.656%
(c) current registered holder(s): Neil John Foster (9,615,384 Shares), Trevor Maxwell
Jones (4,807,692 Shares), Glenn Raymond Miller (4,807,692 Shares), WRHL
(88,423,995 Shares) and Knox Funds (20,715,547 Shares).
(d) registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable

3
Additional information
Address(es) of substantial product holder(s): Level 4, 56 Parnell Road, Auckland 1052
Contact details: Brien Cree, brien@radiuscare.co.nz, 021 955 769
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: Neil John Foster
Certification
I, Brien Herbert Cree, 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.

4
Escrow Deed between Radius Care and Neil John Foster

ESCROW
DEED
BY
NEIL
JOHN FOSTER of 74 Acacia
Road,
Lake
Okareka,
Rd
5,
Rotorua
("Holder")
IN FAVOUR
OF
RADIUS
RESIDENTIAL
CARE
LIMITED
1“Company")
Introduction
The
Holder,
as at
the
date
0f
this
Deed,
holds
9,615,384
ordinary
shares
in the
Company
issued as
part
consideration of the purchase price
payable
under certain agreements for the sale and purchase of real estate
between the
Company's
subsidiary,
Radius Care Holdings
Limited,
and
Ohaupo
Holdings Limited
("Shares").
The Holder has
agreed
nol
to
sell
or
dispose
of
the
Shares
on
the
terms
set
out in
this
Deed,
This Deed
records
3.
The Holder undertakes not to
sell,
transfer or othelwise dispose 0f
any
legal or beneficial interest in
any
Shares for a period of 12 months from the date of this
Deed,
except:
(a)
with the
prior
written consent
of
the
Company;
(b)
to
accept,
or
enter
inlo an
agreement
to
accept,
a
takeover
offer under
the Takeovers
Regulations
2000
("takeovers
Code");
(c)
for
compulsory
acquisition
of
the
Shares
under
the
Takeovers
Code;
(d)
t0 accept a
buyback
offer from the
Company;
or
(e) by
way
of
a scheme of arrangement approved
by
the
Coxnpany‘s
shareholders under the
Companies Acl
1993.
Nothing in this Deed
gives
the
Company
any
control
over
the
Holder’s
voting rights
attaching to the
Shares.
The Holder
acknowledges
that
damages
alone
would
be
an
inadequate
remedy
for
breach
of
its
obligations
under this Deed and the appropriate remedies for such a
breach
will include orders for
specific
performance,
injunctive
relief,
any
other equitable relief
and/0r
damages.
If
a
Court
or
administraiive
body
decides that part of this Deed is
illegal,
void or cannot be
enforced,
that decision will not make the rest of this
Deed
invah'd,
Any
variation
to,
or
termination
of,
this Dccd requires the written agreement of the Holder and the
Company.
‘This
Deed
may
be
signed
in
any
number
of
counterparts,
including facsimile or
scanned
copies,
all of
which
will
together
constitute
one and the
same
instrument
and
a
binding
and enforceable
agreement
between
the parties.
Any
party
may
execute this Deed
by
signing
any
such
counterpart.
This Deed is
governed
by,
and constmed
in accordance
with,
New
Zealand
law
and
the
parties agree to
submit to the jurisdiction of
the
New
Zealand
courts.
1 2832624

Duncan Robert Cook
Brien Cree
5 August

5
Escrow Deed between Radius Care and Trevor Maxwell Jones

ESCROW
DEED
BY
TREVOR MAXWELL
JONES
of 70
Ngauruhoe
Street
("Holder")
IN
FAVOUR
0F
RADIUS RESIDENTIAL
CARE
LIMITED
("Company")
Introduction
The
Holder,
as at the
date
of this
Deed,
holds
4,807,692
ordinary
shares in
the
Company
issued
as part
consideration
of the purchase price
payable
under
certain
agreements
for
the sale and
purchase
of real
estate
between
the
Company’s
subsidiary,
Radius Care
Holdings
Limited, and Ohaupo
Holdings
Limited
(“Shares”).
The
Holder has agreed not
to
sell
or dispose of
the Shares
on the terms set out in this
Deed.
This Deed records
1_
The
Holder
undertakes not to
sell,
transfer
or
otherwise
dispose
of
any
legal or
beneficial
interest in
any
Shares for a period of 12
months
from
the
date
of
this
Deed,
except:
(a)
with the
prior
written
consent
0f
the
Company;
(b)
to
accept,
or enter into an
agreement
to
accept,
a
takeover
offer under the
Takeovers
Regulations
2000
(“Takeovers
Code");
(c)
for
compulsory
acquisition of the
Shares
under
the
Takeovels
Code;
(d)
to accept
a
buyback
offer from
the
Company;
or
(e)
by
way
0f
a scheme of arrangement
approved
by
the
Company’s
shareholders
under
the
Companies
Act
1993.
2.
Nothing in
this
Deed
gives the
Company
any
control over the
Holder's
voting
rights
attaching
to
the
Shares.
3.
The
Holder
acknowledges
that damages
alone
would
be
an
inadequate
remedy
for breach of
its
obligations
under
this
Deed
and
the
appropriate remedies for such a breach will
include
orders for
specific
performance,
injunctive
mlief,
any
other equitable relief
and/0r
damages.
4.
If a Court or
administrative
body
decides
that part of this Deed is
illegal,
void or
cannot
be
enforced,
that
decision will
not
make
the
rest of this Deed invalid.
5.
Any
variation
to,
or termination
of,
this
Deed
requires
the
written
agreement of
the
Holder and
the
Company.
6.
This Deed
may
be signed in
any
number
of
counterparts, including facsimile or
scanned
copies,
all
of
which
will
together
constitute one and the same
instrument
and
a binding
and
enforceable
agreement
between
the parties.
Any
party
may
execute this Deed
by
signing
any
such
counterpart.
7.
This
Deed is
governed
by,
and construed in
accordance
with,
New
Zealand
law and the
parties
agree
to
submit
to the jurisdiction of the New
Zealand
courts.
1283291-1

Duncan Robert Cook
Brien Cree
5 August

6
Escrow Deed between Radius Care and Glenn Raymond Miller

1283290-1

ESCROW DEED

BY GLENN RAYMOND MILLER of 125 Hoeka Road, Rd 4, Hamilton (“Holder”)
IN FAVOUR OF RADIUS RESIDENTIAL CARE LIMITED (“Company”)
Introduction
The Holder, as at the date of this Deed, holds 4,807,692 ordinary shares in the Company issued as part
consideration of the purchase price payable under certain agreements for the sale and purchase of real estate
between the Company’s subsidiary, Radius Care Holdings Limited, and Ohaupo Holdings Limited (“Shares”).
The Holder has agreed not to sell or dispose of the Shares on the terms set out in this Deed.
This Deed records
1. The Holder undertakes not to sell, transfer or otherwise dispose of any legal or beneficial interest in
any Shares for a period of 12 months from the date of this Deed, except:
(a) with the prior written consent of the Company;
(b) to accept, or enter into an agreement to accept, a takeover offer under the Takeovers
Regulations 2000 (“Takeovers Code”);
(c) for compulsory acquisition of the Shares under the Takeovers Code;
(d) to accept a buyback offer from the Company; or
(e) by way of a scheme of arrangement approved by the Company’s shareholders under the
Companies Act 1993.
2. Nothing in this Deed gives the Company any control over the Holder’s voting rights attaching to the
Shares.
3. The Holder acknowledges that damages alone would be an inadequate remedy for breach of its
obligations under this Deed and the appropriate remedies for such a breach will include orders for
specific performance, injunctive relief, any other equitable relief and/or damages.
4. If a Court or administrative body decides that part of this Deed is illegal, void or cannot be enforced,
that decision will not make the rest of this Deed invalid.
5. Any variation to, or termination of, this Deed requires the written agreement of the Holder and the
Company.
6. This Deed may be signed in any number of counterparts, including facsimile or scanned copies, all of
which will together constitute one and the same instrument and a binding and enforceable agreement
between the parties. Any party may execute this Deed by signing any such counterpart.
7. This Deed is governed by, and construed in accordance with, New Zealand law and the parties agree to
submit to the jurisdiction of the New Zealand courts.

103181.3 - 1283290-1
Pg. 2
EXECUTED AS A DEED
Date: 2021

SIGNED by GLENN RAYMOND MILLER in the
presence of:





G R Miller
Signature of witness



Name of witness



Occupation



City/town of residence



RADIUS RESIDENTIAL CARE LIMITED by:




Signature of director Signature of director


Name of director Name of director

Duncan Robert Cook
Brien Cree
5 August