Radius Care releases Special Meeting Presentation

Radius Care
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Special Meeting of Shareholders
5 May 2022

Radius Care
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SPECIAL MEETING
Agenda
0101020203030404
IntroductionUCG Transaction ResolutionVoting
0505
Close

Radius Care
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How to submit a question online
Shareholder & Proxyholder Q&A
Participation
Please select the Q&A tab on the right
half of your screen at anytime. Type your
question into the field and press submit.
Your question will be immediately
submitted.
Help
The Q&A tab can also be used for
immediate help. If you need assistance,
please submit your query in the same
manner as typing a question and a
Computershare representative will
respond to you directly.

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How to cast your vote online
Once the voting has been opened, the
resolutions and voting options will
allow voting.
To vote, simply click on the Vote tab,
and select your voting direction from
the options shown on the screen. You
can vote for all resolutions at once or
by each resolution.
Your vote has been cast when the tick
appears. To change your vote, select
‘Change Your Vote’.
Shareholder & Proxyholder Voting

Radius Care
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UCG Transaction
The special meeting is to consider the approval by shareholders of the UCG Transaction
Transaction
Overview
•LandandbuildingsatfourstrategicallyimportantleasedsitestobeacquiredfromUCGInvestmentsLimited
(UCG)for$46.7million
•Fifth UCG-owned property to be bought by a third party who will provide Radius Care with a long-term
optiontobuy.
Radius Care
Strategy
•Purchase the land and buildings ofstrategically important leased facilities, providing greater control to
undertakevalueenhancinginitiatives;
•Leverage our strongBrownfield Developmentcapabilities to undertake value accretive facility extensions
andreconfigurations;
•Leverage our strongGreenfield Developmentcapabilities, pivoting to a model where Radius Care not only
operatesthenewfacilitiesbutalsofundsthedevelopmentandretainsownershipofthelandandbuildings;
and
•Undertakeopportunisticacquisitionsofattractiveagedcarefacilitiesandretirementvillages,againshifting
toamodelwhereRadiusCarebothoperatesandownstheacquiredfacilitiesandvillages
.



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The Facilities –Financial Impact of Lease vs Ownership
ValueBeds
Arran Court, Auckland$14,185,000 102
St Joans, Hamilton$11,000,000 85
Peppertree,Palmerston North7,840,000 62
Fulton, Dunedin$13,650,000 93
Impac
t
on net profit before tax (monthly)*
LEASED FACILITIES
Lease related costs charged to P&L $513,336
OWNED FACILITIES
Total interest cost plus depreciation (est.)$211,813
Reduction in reported expenses (est.)$301,523
Annual reduction in reported expenses (est.) $3,618,276
* Excludes expected monthly increase of $7,301 in the Kensington lease

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The Facilities –Overview by Site
St Joans, Hamilton
Existing: 85 Care Beds
Development: 41 Beds
Operated since: March 2005
Value: $11,000,000
Arran Court, Auckland
Existing: 102 Care Beds
Development: 18 Beds
Operated since: Dec 2006
Value: $14,185,000
Peppertree, Palmerston North
Existing: 62 Care Beds
Development: 20 Beds
Operated since: Dec 2004
Value: $7,840,000
Fulton, Dunedin
Existing: 93 Care Beds
Development: 6 –21 Beds
Operated since: Oct 2005
Value: $13,650,000

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Denotes leasehold sites
Denotes freehold sites
A U C KL AN D
Sites Beds ILUs Total
Owned
2 162 -162
Leased
1 86 -86
W A I K AT O
Sites Beds ILUs Total
Owned
2 161 22183
Leased
2 173 -173
N E W P LY MO U TH
Sites Beds ILUs Total
Owned
2 118 -118
N O R T H L AN D
Sites Beds ILUs Total
Leased
3 155 -155
B A Y O F P L E N T Y
Sites Beds ILUs Total
Owned
1 63 -63
Leased
2 266 -266
N A P I E R
Sites Beds ILUs Total
Leased
1 45 -45
PALMERSTON NORTH
Sites Beds ILUs Total
Owned
1 62 -62
CANTERBURY
Sites Beds ILUs Total
Owned
2 138 54192
Leased
2 193 -193
OTAGO
Sites Beds ILUs Total
Owned
1 93 -93
IN V E R CARG ILL
Sites Beds ILUs Total
Owned
1 69 2594
Our Facilities
Post-transaction# Value Beds ILUs
Owned
properties
12 $96.2m 866 101
Leased
properties
11 - 918 -
Total assets$333.4m
Total debt$76.7m

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RESOLUTION ONE
That the entry into
and performance of
the UCG Transaction
be approved for all
purposes, including
Listing Rule 5.1.1 and
Listing Rule 5.2.1.

Radius Care
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Thank you
Thank You
Thank you

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Page 1

Radius Residential Care Limited
Shareholders’ Special Meeting
5 May 2022

Address by the Executive Chair
[SLIDE 1 WELCOME]
Good morning everyone. I’m Brien Cree and I’m the Executive Chair and Managing Director of Radius
Residential Care Limited. It’s my pleasure to welcome you to this special meeting of shareholders. This
meeting is being held to seek shareholder approval of a transaction with UCG Investments Limited
which would see Radius: Simultaneously
 acquire the land and buildings at four strategically important leased sites; and
 enter into an agreement to acquire the land and buildings at a fifth leased site with a third
party, Warehouse Storage Limited, nominated to acquire that property.
There is just one resolution that covers the matters that are being put to you for approval today.
Whether you are joining us in person at the meeting or joining us online, I would like to thank you for
attending and welcome you all.
Today’s meeting is a hybrid meeting. That means shareholders, proxy holders and guests are able to
attend the meeting both in person and virtually. All attendees will be able to hear and see a live
webcast of the meeting. In addition, shareholders and proxies have the ability to ask questions and
vote on resolutions. A guide to virtual meetings has been sent out however I will shortly provide
further details on how to ask questions and how to vote.
For those of you who have joined us in person - I’d like to remind you to turn your mobile phones to
silent. Also, if there’s an emergency and we need to leave the room or building, please do so through
the marked exits and take the stairs to the meeting point on Reimers Avenue. Please do not try to use
the lifts. Eden Park staff will be available to help us if required.
[SLIDE 2: AGENDA]
I’m pleased to confirm that we have a quorum given we have more than five shareholders present in
person or by proxy and therefore I declare this meeting open.
The items of business for this meeting and the resolutions to be considered by shareholders are
contained in the Notice of Meeting which was sent to shareholders on 14 April 2022.
Our order of proceedings is that I will talk about the UCG transaction that the Board is seeking your
approval to undertake. Our Chief Executive, Andrew Peskett, will tell you about why buying the land
and buildings of these sites is so important to us. I’ll then put the resolution and invite questions.
We will then move to voting. You’ll have another opportunity to ask questions before I close the
meeting.
We hope that those of you present will be able to join us after the meeting for refreshments.

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At today’s meeting we will only be addressing matters to do with the resolution to be considered at
this meeting. I won’t be providing a business update at this time. We will announce the results for the
12 months to 31 March 2022 on 30 May. The annual report will be released by the end of June and
the annual shareholder meeting will be held in July. Details of the time and place of the annual
shareholder meeting will be provided in due course.
I would now like to introduce my fellow Directors who are in attendance (either in person, or online).
They are:
 Duncan Cook, a director of the company since 2010 and Chair of the Remuneration and Human
Resources Committee
 Mary Gardiner, one of our two independent directors who joined the Board prior to the NZX
listing. Mary is a member of the Audit and Risk Committee and the Remuneration and Human
Resources Committee;
 Bret Jackson is joining us by Zoom. He has been a non-executive director of Radius Care since
2014. Bret is a member of our Remuneration and Human Resources Committee and Audit and
Risk Committee.
 Hamish Stephens is not able to be at the meeting today and sends his apologies. He is an
independent director who, like Mary, joined the Board in December 2020. Hamish chairs our Audit
and Risk Committee.
You may be aware that Tim Sumner resigned from the Board at the end of February. Tim was US-
based and joined KPMG in San Francisco. This precluded him from holding any external directorships.
I’d like to take this opportunity to formally thank Tim for his tremendous contribution and support.
Tim put his hand up to provide additional support to Michelle Slabber, our GM Finance, through the
latter part of last year.

I’d also like to introduce Andrew Peskett to you. Andrew joined Radius Care last November in a
contract role and was appointed CEO from 1 February 2022. Andrew was at Metlifecare for some 14
years so brings extensive experience in the retirement village and aged care industry. He’s hit the
ground running and brings enormous energy and enthusiasm to the role. Welcome Andrew.
Our senior management team is here today. Can I ask you to stand up:
Michelle Slabber, GM Finance
Jane Smart, Chief Operations Officer
Sam Carey, GM Marketing
Trish Evers, GM People
Gared Thomas, GM Development
We have recently announced the appointment of Wendy Jenkins as our Chief Financial Officer. Wendy
is a very experienced senior leader and will join us in July, completing the team that reports to Andrew.
Our lawyers, Harmos Horton Lusk; and share registrar, Computershare, are also here today.
A warm welcome to you all.

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[SLIDE 3: HOW TO SUBMIT A QUESTION ONLINE]
Those of you joining us online may by now be familiar with the process for asking questions and voting.
For those of you who aren’t it’s straightforward. Online questions can be submitted at any time. To
ask a question, please click on the Q&A speech bubble icon as indicated on this slide. Type your
question into the field and press send. Please note that while you can submit questions from now on,
we won’t address them until the relevant time in the meeting. Please also note that your questions
may be moderated or, if we receive multiple questions on one topic, these will be combined. However,
if you don’t feel your question has been addressed, please resubmit it.
For those of you present, we’ll offer you an opportunity to ask questions about the resolution being
put to shareholders at the appropriate time. There will also be an opportunity to ask questions of
individual Directors informally after the meeting.
[SLIDE 4: HOW TO CAST YOUR VOTE ONLINE]
The second feature I want to explain to those of you who are attending through the virtual facility is
the online voting process. If you’re eligible to vote at this meeting, you will be able to cast your vote
under the Vote tab. Once the voting has opened, the resolutions will allow votes to be submitted. To
vote, simply select your voting direction from the options shown on screen. Your vote has been cast
when the tick appears. To change your vote, simply select ‘Change Your Vote’. You have the ability to
change your vote, up until the time I declare voting closed.
For those of you who have joined us in person, those Shareholders who are entitled to vote and
proxies who have discretion as to how they vote, should have received a Voting or Proxy Form when
you registered upon arrival at the meeting. If you completed and submitted a Voting or Proxy form
online or by post before voting closed at 10.30am on 3 May, you don’t need to complete another
Voting or Proxy form here today.
If you are in the room this morning and haven’t received a Voting or Proxy form, when we move to
voting, please go to the Computershare desk where Sarah or one of her team will be able to assist
you.
Ballot boxes will be passed around the room later in the meeting for voting paper collection. I’ll invite
you to vote after all the resolutions have been introduced to the meeting.
I now declare voting open on all items of business. For those of you attending online, the polling icon
will soon appear. Please submit your votes at any time. I will let you know before I move to close
voting.
I will now hand over to Andrew, our CEO, to talk about the properties and the transaction.
[SLIDE 5: UCG TRANSACTION]
Tēnā koutou, tēnā koutou, tēnā koutou katoa
Brien, thank you and good morning everyone. I’m delighted to be here at my first shareholder meeting
as Radius Care’s Chief Executive.
On 30 March we announced the proposed acquisition of the land and buildings at four strategically
important leased sites from one of Radius Care’s landlords, UCG Investments Limited. The agreed
acquisition price is $46.7 million and is supported by valuations undertaken by Colliers.

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We also have an option to buy the land and buildings of a fifth facility. Initially this facility will be
acquired by Warehouse Storage Group. I will talk more about that option shortly.
If shareholders approve the purchase, the transaction will settle tomorrow.
Let me explain how the transaction links to Radius Care’s strategy. Our strategy has four main pillars:
 Pillar one: The purchase of land and buildings of strategically important facilities we currently
operate;
 Pillar two: Expansion of facilities we currently run – this is known as Brownfield Development;
 Pillar three: Development of completely new facilities on land we’ve bought – this is known as
Greenfield Development; and
 Pillar four: Opportunistic value accretive acquisitions. This means buying existing facilities.
The acquisition we have put to shareholders for approval helps to progress Pillars One and Two.
[SLIDE 6: THE FACILITIES - FINANCIAL IMPACT OF LEASE vs OWNERSHIP]
We are proposing to buy the land and buildings of four facilities we currently lease, representing a
total of 342 beds.
The overall annual lease cost is just over $2.8 million a year or almost $235,000 a month. The total
P&L monthly cost is just over $513,000. The annual net saving is more than $3.6million - hence the
transaction would be immediately earnings accretive.
In terms of the brownfields strategy pillar, another 100 care home rooms could be added across the
four sites. Each of the rooms would be built to a standard that would allow us to charge
accommodation supplements. This drives additional benefits for financial performance.
Let me now show you each of the properties.
[SLIDE 7: THE FACILITIES – OVERVIEW BY SITE]
Arran Court is in Te Atatu South in Auckland. It currently has capacity for 102 residents and we think
it has the potential for another 18 beds.
St Joans is in Fairfield in Hamilton. This facility has capacity for 85 residents. The site is around 1.4
hectares and comes with two adjacent residential properties. We can add approximately 41 additional
beds to this site.
Radius Peppertree is in Kelvin Grove in Palmerston North. It has capacity for 62 residents. This
property has the potential for another 20 rooms to be added.
Radius Fulton in Caversham in Dunedin. The facility currently has 93 beds - we can add between 6 and
21 more beds, depending on the extent of the development.
All new rooms will be capable of having Occupation Right Agreements over these units.

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To summarise, these facilities will increase Radius Care’s owned portfolio by 342 beds at four sites. By
purchasing strategically important facilities already operated, but not owned, we expect a reduction
in operating costs of around $3.6 million.
The fifth UCG property is Radius Kensington in Maeroa in Hamilton. This facility currently has 96 care
beds. Its valuation is $14.6 million.
Shareholders are not being asked today to approve the exercise of the option to purchase Radius
Kensington. If we do elect to exercise the option in the future, we will determine whether shareholder
approval of the exercise of the option is required.
Let me explain why we’re taking an option over this property rather than buying it outright. Put simply,
nominating the Warehouse Storage Limited as the purchaser enabled us to execute the deal quickly
and efficiently with the vendor. We have been able to negotiate with Neil Foster, one of our larger
shareholders, that his company will buy the property and Radius Care will lease it from him. The option
with Warehouse Storage Group will allow us to buy the land and buildings at any time between 24
May 2022 and the date of final expiry of the lease in May 2044. The price will be the value derived
from applying a yield of 6.25% to the annual rental under the lease at the time of exercise of the
option. The Board is supportive of this approach.
Now turning to funding for the transaction.
The $46.7 million purchase price for the UCG Acquisition (and related transaction costs) will be fully
funded by the following new and existing facilities to be provided by ASB Bank:
 a new $23.675 million term loan with a five-year term;
 an existing development facility that will be partially (as to $15 million) re-purposed for up to
five months; and
 a new $8 million bridge facility with a five-month term,

Full details of the funding facility are set out in the Notice of Meeting.
The interest rate is floating and the loans are interest only. We expect to operate well within the
financial covenants.
Management’s recommendation to the Board to finance the UCG Acquisition through the ASB
Facilities suited the tight timing to complete the transaction and current capital market conditions.
We have agreed with ASB that we will raise not less than $23 million in new equity within five months
of settlement. We have a number of options for raising these funds and will advise shareholders
further once a decision on structure and timing has been taken.
Following the successful completion of the capital raising, the existing banking facility will return to its
current facility limits and terms.
[SLIDE 8: OUR FACILITIES]
Looking at the overall portfolio, we currently own eight properties and lease 15. Should shareholders
approve the transaction today, that will change to 12 being owned by Radius Care and 11 being leased.
On an asset value basis, we will own properties with an aggregate value of $96.2 million.
After settlement of the transaction, Radius Care will have total assets of around $333 million and total
debt of $76.7 million, representing a debt to total assets ratio of 23%.

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In summary, the acquisition of the UCG Properties progresses two of our four strategic pillars and is
earnings accretive.
I’ll now hand back to Brien.
Thanks Andrew. Before we move to the resolution, are there any questions? I’ll take questions from
the room first and then from those attending online.
In the interests of making it easy for those attending in person please wait for the microphone to be
brought to you before asking your question. And please state your name and whether you’re a
shareholder or proxy holder. Only shareholders or proxy holders are entitled to ask questions.
[QUESTIONS] Pause. Check Room and Online
If there are no more questions let’s move to the voting part of the meeting. There will be another
opportunity to ask questions after the resolution has been put and also after voting has been
completed.
[SLIDE 9: RESOLUTION]
Today’s special shareholder meeting is being held because shareholder approval is required under two
NZX Listing Rules.
Firstly, Listing Rule 5.1.1(b) provides that Radius Care may not enter into any transaction or series of
transactions to acquire, sell, exchange, or otherwise dispose of assets where the gross value is above
50% of the company’s average market capitalisation.
As at 30 March 2022, the date that the UCG Transaction was announced, Radius Care’s market
capitalisation was approximately $103.7 million and the aggregate purchase price for the UCG
Properties and the Kensington property is $61.3 million.
Secondly, Listing Rule 5.2.1 provides that Radius Care may not enter into a ‘Material Transaction’ with
a ‘Related Party’. This rule is triggered due to Neil Foster’s Warehouse Storage Limited being deemed
to be a ‘Related Party’ of Radius Care. Radius Care would not have entered into the UCG Agreements
and the Kensington Agreement had it not also entered into the nomination agreement with
Warehouse Storage. The two companies are therefore acting jointly in respect of this transaction.
Settlement of each of the UCG Agreements and the Kensington Agreement are interdependent and
all of the UCG Agreements and the Kensington Agreement must be settled at the same time.

I’d now like to move on to the formal voting on the resolution. Only shareholders, proxy holders or
corporate representatives of a shareholder may vote on today’s resolution.
The resolution is an ordinary resolution and is required to be passed by a simple majority of votes.
This means the resolution will be passed if 50% of the shares voted today by shareholders electing to
vote are voted in favour.
The resolution that we will be voting on today is as follows:
That the entry into and performance of the UCG Transaction be approved for all purposes,
including Listing Rule 5.1.1(b) and Listing Rule 5.2.1.
Voting will be by poll.
The Board recommends shareholders vote in favour of the Resolution and allow the transaction to
complete.

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All directors have voted or propose to vote shares under their control or for which they’ve been given
an undirected proxy in favour of this resolution.
To vote, you will need to mark your voting paper in the way you wish to vote by ticking “For”, “Against”
or “Abstain”. Computershare will collect all voting papers after the resolution has been put to
shareholders.
The directed proxy votes received will be displayed for your information on the screen after voting
papers in the room have been collected.
I now move, as an ordinary resolution, that the UCG transaction be approved.

No seconding of the resolution is required.

If there are any questions on the resolution that you would like to raise, please raise your hand or
enter your question through the online Q&A function. A reminder of the process is shown on screen.

[Pause and take Q&A if any] 1 min.

Thank you. Please now select either “For”, “Against” or “Abstain” for Resolution 1 on the voting paper,
or vote using the online function.

[SLIDE 10: PROXY VOTING]
Some shareholders who have not been able to physically attend this meeting have voted by proxy.
You will see on the screen the votes that had been received at the time proxy voting closed on
Tuesday.
My fellow directors and I will vote all undirected proxies in favour of the resolution.
Once all the votes have been cast, they will be counted by our share registrar, Computershare. The
results of the meeting will be released to the NZX later today. If you have not already done so, please
cast your votes now and the Computershare staff will collect voting papers.

Ladies and gentlemen that concludes our discussion on the items of business. In a couple of minutes,
I’ll close the voting system. Please ensure that you have cast your vote. I’ll now pause to allow you
time to finalise voting.

[wait for 30 seconds]

Ladies and gentlemen, voting is now closed and the formal business for this Special Meeting has been
completed. Are there any further questions before I close the meeting?

[PAUSE]
[SLIDE 11: THANK YOU]
Thank you all for taking the time to connect with us today, be it online or in person. I look forward to
seeing you again soon.

I now declare the meeting closed.

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I invite those present to stay on for light refreshments and the opportunity to have informal
discussions with Directors and management.

[ENDS]