Third Age Health 2022 AGM

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/TAH
Scan & email:
meetings@linkmarketservices.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
Link Market Services Link Market Services Limited
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online


General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com
PROXY FORM FOR THIRD AGE HEALTH SERVICES LIMITED’S ANNUAL SHAREHOLDERS MEETING
The Annual Meeting of Shareholders of Third Age Health Services Limited (Third Age Health) will be held and online, using the Company’s
share registrar’s virtual meeting platform at www.virtualmeeting.co.nz/tah22 on Tuesday, 19 July 2022, at 4pm. Shareholders who attend
online will require your CSN/Holder Number for verification purposes.

If you do not plan to attend the meeting online but wish to appoint a proxy you can do so online by going to
https://investorcentre.linkmarketservices.co.nz/voting/TAH or by scanning the QR code above with your smartphone. You will require your
CSN/Holder number and FIN to securely access the website. A corporation may appoint a person to attend and vote virtually at the meeting as
its representative in the same manner as that in which it could appoint a proxy.
Alternatively, please complete the reverse of this form and return the form intact to Link Market Services by no later than 4pm (New Zealand
time) Sunday, 17 July 2022. You can still attend the meeting virtually if you appoint a proxy but you will not be able to vote on the resolutions.

Appointment of proxy
The Chairman of the meeting is willing to act as a proxy for any shareholder who wishes to appoint him. To appoint the Chairman of the
meeting as your proxy, simply tick the box allocated next to “The Chairman of the meeting”, or to appoint another person as your proxy write
the full name of such other person (as applicable) in the space allocated on this proxy form. The Chairman will vote according to your
instructions. If the Chairman is not instructed how to vote, he will vote in favour of all resolutions. Your proxy need not also be a shareholder.
If, in appointing a proxy, you do not name a person as your proxy but otherwise complete this proxy form in full, it will be deemed to be a postal
vote.


Voting of your holding
Direct your proxy how to vote by making the appropriate election in respect of each resolution. If you do not tick any box for a particular
resolution, then the proxy will vote or abstain from voting as he or she sees fit. If you make more than one election in respect of a resolution
your vote will be invalid on that resolution. If you tick the ‘Discretion’ box for a particular resolution, you are directing your proxy to decide how
to vote on that resolution on your behalf. If you tick the ‘Abstain’ box for a particular resolution, you are directing your proxy not to vote on that
resolution. If a proxy does not vote on your behalf on a resolution, your votes will not be counted when calculating the majority of that
resolution. A person appointed as a proxy will not be able to vote on amendments or resolutions from the floor of meeting unless the
'Discretion' box has been ticked.


Postal Vote
As a shareholder entitled to vote at the Annual Shareholders’ Meeting, you are entitled to vote by postal vote. You can cast your postal vote
online or by one of the other methods listed above. If you return your postal vote without indicating how you wish to vote, or your indication on
how to vote is unclear, on any resolution, you will be deemed to have abstained from voting on that resolution. If you complete the postal vote
section and also appoint a proxy, then your postal vote will be cast and your proxy appointment will not be counted, but your proxy may still
attend the meeting on your behalf. If this form is returned duly signed by a shareholder with voting instructions completed but without indicating
that it is a postal vote or proxy has been appointed, it will be deemed to be a postal vote.


Signing instructions for proxy forms
Individual - where the holding is in one name, the shareholder must sign this proxy form.
Joint Holding - where the holding is in more than one name, this proxy form may be signed by, or on behalf of, the joint shareholders (or their
duly authorised attorney).
Power of Attorney - if this proxy form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if
not previously provided to the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this proxy form.
Corporate Shareholder - this proxy form must be signed on behalf of the company by a duly authorised person acting with the company’s
express or implied authority or executed under the common seal of the corporate shareholder (if it has one).

POSTAL VOTE / PROXY FORM
STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF
POSTAL VOTING
I wish to vote by postal vote (please tick the box).
My voting intention is indicated in the resolution section below.
APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Third Age Health Services Limited hereby appoint*:

The Chairman of the meeting (tick)
Or ________________________________________________________of ____________________________________________________
(Full Name) (Email Address)
As my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions
have been given, the proxy may vote as he/she sees fit, to the extent permitted by law) at the annual meeting of shareholders of Third Age
Health Services Limited to be held on Tuesday, 19 July 2022, at 4pm and at any adjournment of that meeting.
* If your named proxy does not attend the meeting, the Chairman of the meeting will act as your proxy and may only on vote in accordance with
your express direction.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you want to direct your proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for a resolution, you are directing your proxy not to vote on
your behalf and your votes will not be counted in computing the required majority for that resolution.

VOTING INSTRUCTIONS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
a. That John Samuel Ronny Fernandes, who retires at the annual meeting and is eligible for
re-election, be re-elected as a director of Third Age Health.
   
b. That Norah Kathleen Barlow, who retires at the annual meeting and is eligible for re-
election, be re-elected as a director of Third Age Health.
   
c That the non-executive directors fee pool be set at $180,000 with effect from 1 July 2022.
   
d. That the directors be authorised to fix the auditor's fees and expenses for the coming year.
   

The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the annual meeting online will have the opportunity to ask questions during the annual meeting. If you cannot attend
the annual meeting but would like to ask a question, you can submit a question online by going to
https://investorcentre.linkmarketservices.co.nz/voting/TAH and completing the online validation process or by completing the question section
below and returning it to Link Market Services. Shareholder questions will need to be submitted no later than 4pm, Sunday, 17 July 2022.

Questions:





STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and this proxy form by mail and wish to receive your future
investor communications by email please provide your email address below.

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Notice of Annual Shareholder Meeting
Third Age Health Services Limited
To be held online on 19 July 2022 at 4:00pm
Notice is hereby given that the 2022 annual meeting of the shareholders of Third Age Health Services Limited
(Third Age Health) will be held solely online www.virtualmeeting.co.nz/tah22 on Tuesday 19 July 2022,
beginning at 4pm.
Items of business
1. Chair's address
2. CEO's address
3. Financial statements and reports
To receive and consider the financial statements of Third Age Health for the year ending 31 March 2022
and the auditor's report to shareholders.
4. Ordinary resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
A. Re-election of John Samuel Ronny Fernandes
That John Samuel Ronny Fernandes, who retires at the annual meeting and is eligible for re-election,
be re-elected as a director of Third Age Health (see explanatory note).
B. Re-election of Norah Kathleen Barlow
That Norah Kathleen Barlow, who retires at the annual meeting and is eligible for re-election, be re-
elected as a director of Third Age Health (see explanatory note).
C. Authorise the directors’ fee pool:
That the non-executive directors fee pool be set at $180,000 with effect from 1 July 2022 to be
divided among the non-executive directors (see explanatory note).
D. Auditor's remuneration
That the directors be authorised to fix the auditor's fees and expenses for the coming year (see
explanatory note).
5. Other business
To consider any other matters which can be considered at an annual meeting including any shareholder
questions not previously answered.
By order of the board

Bevan Walsh, Chair
1 July 2022

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Explanatory Notes
These notes form part of the notice of meeting.
The resolutions to be voted on at the annual meeting are ordinary resolutions. This means that in order to be approved at
least 50% of the shareholders entitled to vote and voting (either in person online or by proxy) must vote in favour of the
resolution. There are no restrictions on any shareholder that prevent them from exercising their vote on any of the
resolutions being considered at the meeting.
Resolution A: Re-election of John Samuel Ronny Fernandes
John Fernandes is an independent director and the Audit Committee Chair. As announced through NZX on 30 May 2022.
John has been (unanimously) appointed by the Board Chair of Third Age Health following the retirement of Bevan Walsh as
Board Chair. If John is re-elected, this succession takes place at the end of the meeting.
John is required to retire at the annual meeting and being eligible for re-election, offers himself to be re-elected. The board
of Third Age Health unanimously recommend that shareholders vote in favour of re-electing John Fernandes as a director.
John Fernandes is a shareholder of Third Age Health.
The Board considers John to be an independent director.
A short biography for John is below:
John is a devoted student of business and investing, is strongly orientated towards shareholders, and has
purchased a meaningful value of Third Age Health shares over time without assistance from the company. He is
presently CFO of MacroActive and Executive Director of Anjuli Mack Fit. He has experience in strategy, finance and
continuous improvement including at NZX, Mediaworks and Spark, and a Master of Business Administration from
The University of Auckland.
Resolution B: Re-election of Norah Kathleen Barlow
Norah Barlow is an independent director and is required to retire at the annual meeting and being eligible for re-election,
offers herself for re-election.
The Board of Third Age Health unanimously recommend that shareholders vote in favour of re-electing Norah as a director.
Norah Barlow is a shareholder of Third Age Health.
The Board considers Norah to be an independent director.
A short biography for Norah is below:
Norah is the current CEO of Heritage Life Care (NZ) and contributes to the Board’s deep understanding of the
needs and wants of aged care and retirement village operators as regards health services delivery. A highly skilled
and experienced business executive, Norah's knowledge of the Aged Care sector is extensive. Previously she was
CEO of Summerset Holding Limited and formerly was CEO of ASX listed company Estia Health, where she remains
on the board. Norah has sat on boards of some of New Zealand's most respected Companies and is a stable,
guiding hand.

Resolution C: Authorise the directors’ fee pool
This resolution is put to shareholders in accordance with NZX Listing Rule 2.11.1 and relates to the maximum aggregate fees
payable to all non-executive directors. At present, the maximum fee pool for non-executive directors is $185,000 per
annum. The pool was last fixed, following a resolution of ordinary shareholders on 4 February 2021 at $150,000 per annum
and was applied to four directors. The pool has increased since then with the appointment of one director in accordance
with NZX Listing Rule 2.11.3. Following the resignation notice of Diane Budres on 1 July 2022, effective on 19 July 2022,
under Listing Rule 2.11.1, the pool would be expected to decrease to $150,000.
However, it is proposed to fix the total pool of directors’ fees at $180,000 (plus GST, if any). The current pool of $185,000
is payable as directors’ fees for Board members and if applicable to those Board members who are appointed to the Audit
Committee (see table below for breakdown).

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The new fee pool has been proposed to accommodate proposed fee changes following the announcement made through
the NZX on 30 May 2022 that John Fernandes is to be appointed as Board Chair and Wayne William is to be appointed as
Audit Committee Chair. As a result, it is proposed that the Board fee for John Fernandes be increased from $35,000 to
$60,000 following his appointment as Board Chair, and the Audit Committee fee paid to Wayne Williams be increased from
$2,500 to $10,000 following his appointment as Audit Committee Chair. The Audit Committee fee payable to John
Fernandes, who is stepping down as Audit Committee Chair will decrease from $5,000 to $2,500. All fees are stated net of
GST.
The following table shows the current breakdown of annualised fees paid as Board directors and if applicable as members
of the Audit Committee and the proposed changes:
Director Position Current Fee Proposed Fee Change
Bevan
Walsh
Non independent Board Chair, stepping down to remain on
board
$35,000 $35,000 -

John
Fernandes
Independent director, to be elected to Board Chair $35,000 $60,000 $25,000

Member of the Audit Committee (AC), stepping down as AC
Chair
$5,000 $2,500 ($2,500)

Norah
Barlow
Independent director $35,000 $35,000 -

Member of the Audit Committee $2,500 $2,500 -

Wayne
Williams
Independent director $35,000 $35,000 -

Member of the Audit Committee (AC), elected to AC Chair $2,500 $10,000 $7,500

Diane
Budres
Non independent director (resigns 19 July 2022) $35,000 - ($35,000)


$185,000 $180,000 ($5,000)
Any changes, if approved will apply from 1 July 2022 (with the exception of Diane Budres who resigns on 19 July 2022. All
fees are net of GST (if applicable).

Reasons to set the fee pool at $180,000
The Company is seeking the approval of shareholders to fix the maximum fee pool for non-executive directors for the
following reasons:
1. Increases are only proposed for the positions of Board Chair and Audit Committee Chair and reflects the workload and
time commitment associated. Each position pays a pivotal role in driving Company governance including preparation
and attendance at meetings, meeting with key shareholders, stakeholders and staff. During the year ended 31 March
2022 there were 9 board meeting including meetings to approve business proposals and plans, budgets and the
release of results. There were 3 Audit Committee meetings.
2. The Company continues to grow in complexity with a consequent increasing workloads. Directors’ workloads will
increase with more legislative and regulatory changes being proposed, as well as stakeholders’ expectations increasing
to consider and monitor a broader range of non-financial measures together with governing through the ongoing
uncertainties of the macroeconomic environment.
The Board considers, in light of the realities of the increased workloads and responsibilities undertaken by the Chair of the
Board and Chair of the Audit Committee, that the proposed fee pool is fair and reflective of market conditions. The
directors recommend that shareholders vote to approve this resolution.

Disqualified persons
Non-executive directors and their Associated Persons who receive a payment and benefit in respect of this matter (as that
term is defined in the NZX Listing Rules) are prohibited from casting their own shareholding votes or discretionary proxy
votes on this resolution at the Annual Meeting, and any such votes will be disregarded by the Company.

This disqualification applies to John Fernandes who is being appointed as the Board Chair and Wayne Williams who is being
appointed as Audit Committee Chair.

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Resolution D: Auditor's remuneration
EY is automatically reappointed auditor under section 207T of the Companies Act 1993. This resolution authorises the
directors to fix the fees and expenses of the auditor as required by section 207S of the Companies Act 1993.
The Board of Third Age Health unanimously recommend that shareholders vote in favour of this resolution.
Attendance and voting
Attendance
The annual meeting will be held online. Shareholders, or their proxy, wishing to attend the annual meeting online can do so
via a platform provided by Link Market Services at www.virtualmeeting.co.nz/tah22.

Shareholders attending online can ask questions using the “ask a question” button and vote using the “get a voting card”
button at the bottom of the online webcast during the annual meeting. Additional information about how the online annual
meeting platform works can be found at https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf. The
board recommends that shareholders wishing to attend the annual meeting online review the additional information prior
to the annual meeting to ensure a smooth experience.
Shareholders attending the annual meeting online will need their CSN/Holder Number (found on their proxy voting form)
for verification purposes prior to being able to vote or ask questions during the annual meeting.
Voting
Voting at the annual meeting will be by way of a poll. The persons who will be entitled to vote at the meeting are those
persons (or their proxies) registered as holding shares at 4pm on Sunday 17 July 2022.
Shareholders may, and are encouraged to, exercise their right to vote by way of proxy vote if they cannot attend the
meeting online.
A proxy form is included with this notice of meeting. You or your proxy can vote for or against or abstain from each of the
resolutions. You can cast your vote prior to the annual meeting by using the proxy voting form. A proxy you appoint does
not need to be a shareholder in Third Age Health.
The chairperson of the annual meeting is available to act as your proxy if you wish. If you appoint the Chair of the annual
meeting as your proxy, they will cast your vote in accordance with the indication made in your proxy voting form, or if no
vote is entered or discretion is selected, in favour of each resolution.
To be effective, the proxy form must be received at Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street
West, Auckland, by mail to PO Box 91976, Auckland 1142, New Zealand or by email no later than 4pm on Sunday, 17 July
2022 in accordance with the instructions on the proxy form.
You may also appoint your proxy online by following the instructions on the proxy form.
A shareholder may also cast a postal vote instead of attending in person, online, or appointing a proxy. You can cast a postal
vote online or by electing to "Postal Vote" on the proxy form and returning it to Link Market Services Limited using any of
the methods above no later than 4pm on Sunday 17 July 2022.
A corporate shareholder may appoint a person to attend the annual meeting as its representative in the same manner as it
could appoint a proxy.
Shareholder questions
Shareholders will have the opportunity to ask questions during the meeting, which involves submission of written questions
through the Link platform. The board's preference is that questions are submitted in advance of the meeting. Questions can
be sent via email to investors@thirdagehealth.co.nz or online (until voting closes) by following the instructions on the proxy
form.
Third Age Health reserves the right not to address questions that it is not required to address and questions that, in the
board's opinion, it is not reasonable to address in the context of an annual meeting.