Notice of Meeting
Notice of
2021 Annual
Meeting of
Shareholders
NOTICE is hereby given that the 2021 Annual Meeting of Shareholders of Radius Residential Care
Limited (Radius Care) will be held on Wednesday 22 September 2021 commencing at 10.30am:
a. online at Computershare Meeting Platform https://meetnow.global/nz; and
b. subject to Government restrictions and to the extent otherwise practicable, at Eden Park (Enter via Gate A), Loyalty Lounge, Level 2,
West Stand, Walters Road, Kingsland, Auckland.
Order of Business
A. Chairman’s Introduction and Address
B. Chief Executive Officer’s Address
C. Consideration of and Voting on the Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
Resolution 1 – Auditor’s Remuneration
That the directors are authorised to fix the fees and expenses of Baker Tilly Staples Rodway as auditor for the ensuing financial year.
Resolution 2 – Re-election of Brien Cree
That Brien Cree be re-elected as a director of Radius Residential Care Limited.
Resolution 3 – Re-election of Duncan Cook
That Duncan Cook be re-elected as a director of Radius Residential Care Limited.
Further information relating to the resolutions is set out in the Explanatory Notes to this Notice of Meeting.
D. Other Business
To consider any other matter that may be brought properly before the Annual Meeting.
By order of the Board of Radius Residential Care Limited
Brien Cree
Chairman
25 August 2021
EXPLANATORY NOTES
Auditor’s Remuneration
Resolution 1: Auditor’s Remuneration
Radius Care’s current auditor, Baker Tilly Staples Rodway, is automatically reappointed as Radius Care’s auditor at the Annual Meeting
pursuant to section 207T of the Companies Act 1993. This resolution authorises the directors to fix the remuneration of Baker Tilly
Staples Rodway as Radius Care’s auditor pursuant to section 207S of the Companies Act 1993.
Re-election of Directors
In accordance with 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 three years, whichever is longer. At the time of Radius Care’s NZX listing on 10 December 2020 each of
Brien Cree, Duncan Cook, Tim Sumner and Bret Jackson had been in office for more than three years without re-election. Therefore,
to facilitate a more orderly re-election process, the Board determined that, subject to the relevant director not having resigned or
retired, two of Brien Cree, Duncan Cook, Tim Sumner and Bret Jackson would stand for re-election this year and the remaining two
directors would stand for re-election next year. Accordingly, each of Brien Cree and Duncan Cook retires and stands for re-election
by Shareholders. NZX Regulation (now NZ RegCo) was comfortable with this proposal as the NZX Listing Rules apply from the date of
listing. Neither Brien Cree nor Duncan Cook are considered by the Board to be Independent Directors.
Resolution 2: Re-election of Brien Cree
Brien Cree has more than 30 years’ experience in the aged care sector and is the founding shareholder of Radius Care. Brien has
also been the Managing Director of Radius Care from the company’s inception in 2003. Brien has built Radius Care’s portfolio from
the ground up to its current 22 aged care facilities and two retirement villages. As Executive Chairman and Managing Director, Brien
is focused on the execution of Radius Care’s strategic growth objectives. He is a board member of the New Zealand Aged Care
Association and a past board member of the Retirement Villages Association.
Resolution 3: Re-election of Duncan Cook
Duncan is a consultant at Sharp Tudhope Lawyers (Tauranga and Auckland) having been a partner in the firm for 31 years. His key
areas of practice are mergers and acquisitions, and turnaround and restructuring. Duncan Cook has been a director of Radius
Care since 2010, and worked with Radius Care’s founders to establish, structure and grow the company. Duncan has governance
experience across a range of industry sectors, including fishing, insurance and housing construction and holds roles as advisor to
significant national businesses in the primary and secondary health sectors. He has volunteered on the boards of the Tauranga
Chamber of Commerce and agencies associated with economic development in the Tauranga region. Duncan is a member of the New
Zealand Law Society, Institute of Directors New Zealand (Inc) and Restructuring Insolvency & Turnaround Association New Zealand
Incorporated. Duncan is Chair of the Remuneration and Human Resources Committee.
The Board unanimously recommends that Shareholders vote in favour of Resolutions 1, 2 and 3.
PROCEDURAL NOTES AND OTHER INFORMATION
Explanatory Notes
Explanatory Notes relating to the resolutions are attached to and form part of this Notice of Meeting.
Attendance
All Shareholders who are registered as at 5.00pm (New Zealand time) on 17 September 2021 are entitled to attend online or in person
and vote at the Meeting.
Attendance online
To attend the Meeting online please go to https://meetnow.global/nz. To access the Meeting, click Go under the Radius Care
meeting and then click JOIN MEETING NOW. Select ‘shareholder’ on the login screen and enter your CSN or holder number (which can
be found on the proxy form attached to this Notice of Meeting) and mailing address post code (if in New Zealand) or if outside New
Zealand, choose your country from the drop-down list. Shareholders attending online will be able to vote and ask questions during the
Meeting. More information regarding virtual attendance at the Meeting (including how to vote and ask questions virtually during the
Meeting) is available through the Virtual Meeting Guide. Shareholders attending online are encouraged to review the Virtual Meeting
Guide prior to the Meeting.
Attendance in person
If Government restrictions allow, the venue for the Meeting for those Shareholders attending in person is Eden Park (Enter via Gate A),
Loyalty Lounge, Level 2, West Stand, Walters Road, Kingsland, Auckland.
Radius Care may, in its sole discretion, elect to hold the Meeting as an online only meeting if it considers there are potential risks
to the health of meeting attendees or if an in-person meeting is prohibited by law, as a result of significant developments in the
COVID-19 situation in New Zealand and restrictions on the size of public gatherings. In such circumstances, Radius Care will provide
Shareholders with as much notice as is reasonably practicable by way of an announcement to NZX and on Radius Care’s website at
www.radiuscare.co.nz.
Proxies and representatives
If you are unable to attend the Meeting in person or online, you may appoint a proxy or representative (in the case of a corporate
shareholder) to attend and vote on your behalf. The notice appointing a proxy or representative must be received by Computershare
Investor Services Limited not later than 10.30am (New Zealand time) on 20 September 2021 by any of the following means:
Online:
Visit www.investorvote.co.nz and follow the instructions or, if you have a Smartphone, by
scanning the QR code on the first page of the proxy form attached to this Notice of Meeting and
following the prompts
Email:
Email corporateactions@computershare.co.nz with “Radius Care proxy” in the subject line
Delivery:
Deliver your completed form to: Computershare Investor Services Limited,
Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622
Mail:
Post your completed form to Computershare Investor Services Limited, Private Bag 92119,
Victoria Street West, Auckland 1142
A proxy or representative need not be a Shareholder and may be appointed by completing the proxy form attached to this Notice of
Meeting.
The appointment of a proxy or representative does not preclude a Shareholder from attending and voting in person or online at the
Meeting. However, please note that your proxy will not be able to vote at the Meeting unless you have provided a voting direction
or discretion. If you do not provide an election in respect of the resolutions, your direction is to abstain. If you make more than one
election in respect of any resolution your vote will be invalid on that resolution. If a vote is required on any matter at the Meeting in
addition to the matters on the agenda, the proxy may vote or abstain from voting on the matter as he or she sees fit.
If you do not name a person as your proxy but have indicated on the proxy form how you wish to vote, or your named proxy does not
attend the Meeting, the Chairman of the Meeting will vote in accordance with your express instructions.
You may appoint the Chairman of the Meeting as your proxy. If you appoint the Chairman of the Meeting as your proxy and elect to
give him discretion on how to vote, then he intends to vote your Shares in favour of the resolutions.
Ordinary resolutions
Resolutions 1, 2 and 3 must be passed by an ordinary resolution of Shareholders, i.e. by a simple majority of the votes of those
Shareholders entitled to vote and voting on the resolution in person or by proxy.
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You will need the latest v
ersion of Chrome, Safari,
Edge or F irefox. Please ensure your browser is
compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.
---
LODGE YOUR PROXY/VOTING FORM
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.co.nz
(please use ÒRadius Care ProxyÓ in the subject line)
Delivery in Person
Level 2, 159 Hurstmere Road,
Takapuna, Auckland 0622
By Mail
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
Auckland 1142, New Zealand
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
corporateactions@computershare.co.nz
Scan the QR code
to vote now.
To attend the Meeting online please go to https://meetnow.global/nz. To access the Meeting, click Go under the Radius
Care meeting and then click JOIN MEETING NOW. Select ‘shareholder’ on the login screen and enter your CSN or holder
number (which can be found on this Form) and mailing address post code (if in New Zealand) or if outside New Zealand,
choose your country from the drop-down list.
Defined terms in this Form have the meaning given to them in the Notice
of Annual Meeting.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you are unable to attend the Annual Meeting, you may appoint a
proxy or representative (in the case of a corporate shareholder) to
attend and vote on your behalf. To do this, enter the name of your proxy
or representative in the space allocated in ‘Step 1’ of this Form. A proxy
or representative need not be a shareholder of Radius Care.
The Chairman of the Meeting is prepared to act as a discretionary
proxy for any shareholder. If, in appointing a proxy, you have not named
someone to be your proxy (on the enclosed proxy form), or your named
proxy does not attend the Meeting, but you have indicated on this Form
how you wish to vote, the Chairman of the Meeting will be your proxy
and will vote in accordance with your express instructions. If appointed
as a discretionary proxy, the Chairman of the Meeting intends (subject to
any restriction(s) set out in the NZX Listing Rules) to vote in favour of all
resolutions.
Voting of your holding
To direct your proxy how to vote on each resolution, you should tick
the appropriate box in ‘Step 2’ of this Form. Your proxy will not be able
to vote at the Meeting unless you have provided a voting direction or
discretion. If you do not provide an election in respect of the resolutions,
your direction is to abstain. If you make more than one election in
respect of any resolution your vote will be invalid on that resolution.
If a vote is required on any matter at the Meeting in addition to the
matters on the agenda, the proxy may vote or abstain from voting on
that matter as he or she thinks fit.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number:CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code or country of residence (if outside New
Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy and submit
your voting instructions.
SMARTPHONE?PROXY/VOTING FORM
For your proxy to be effective it must be received by 10:30am on Monday, 20 September 2021.
Attending the Meeting
Bring this Form to the Meeting to assist with registration. Companies
or body corporates that wish to attend through a representative must
ensure that the representative brings a copy of this Form appointing him
or her to the Meeting.
The appointment of a proxy or representative does not preclude you
from attending and voting in person or online at the Meeting.
Signing Instructions for Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with Radius Care) and a
signed certificate of non-revocation of the power of attorney must be
produced to Radius Care with this Form.
Companies
This Form should be signed by a Director jointly with another Director, or
a Sole Director can also sign alone. Please sign in the appropriate place
and indicate the office held.
Go online to vote, or turn over to complete the Form
Appoint a Proxy/Corporate Representative to Vote on Your Behalf
Voting Form or Proxy/Representative Voting Instructions
STEP 1
STEP 2
Tick the box that applies. Tick only ONE box in respect of each resolution. Please note: If you mark the “Abstain” box for an item,
you are directing your proxy/representative not to vote on your behalf during the poll and your votes will not be counted in
computing the required majority.
* The resolutions above are stated in brief. Please refer to the Notice of Annual Meeting for the full text of the resolutions and
the explanatory notes.
Signature of Shareholder(s) This section must be completed.
SIGN
or Sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
or Director (if more than one)
If your proxy/representative will be attending the Annual Meeting remotely, please ensure that you provide their contact
details (phone and email address). If this information is not provided, we cannot guarantee remote admission to the Virtual
Annual Meeting for your proxy.
Proxy contact Details (Phone): and (Email):
PROXY/VOTING FORM
hereby appointof
or failing him/herof
as my/our proxy or representative to exercise my/our vote in accordance with the instructions below at the Annual Meeting of
Shareholders of Radius Care to be held at Eden Park, Gate A, Loyalty Lounge, Level 2, West Stand, Walters Road, Kingsland,
Auckland and virtually at https://meetnow.global/nz (refer to the Notice of Annual Meeting and Virtual Meeting Guide) on
Wednesday, 22 September 2021 commencing at 10:30am and at any adjournment of that Meeting.
Annual Meeting of Shareholders of Radius Care
to be held at Eden Park, Gate A, Loyalty Lounge,
Level 2, West Stand, Walters Road, Kingsland,
Auckland on Wednesday, 22 September 2021
commencing at 10:30am.
I/We being a securityholder/s of Radius Residential Care Limited
ORDINARY RESOLUTIONS*
ForAgainst
Proxy
Discretion
Abstain
1. That the directors be authorised to fix the fees and expenses of
Baker Tilly Staples Rodway as auditor for the ensuing year.
2. That Brien Cree be re-elected as a director of Radius Care.
3. That Duncan Cook be re-elected as a director of Radius Care.
ATTENDANCE SLIP
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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