Radius Residential Care Limited logo

Notice of Meeting

AGM24 August 2021RADHealthcare

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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