Green Cross Health Limited – Annual Shareholders’ Meeting

NOTICE OF ANNUAL MEETING

Notice is hereby given that the 2023 Annual Meeting of Shareholders of Green Cross Health
Limited (“the Company”) will be held at the Ellerslie Event Centre 80 Ascot Avenue
Greenlane Auckland on Monday, 31
st
of July 2023 at 2.30 pm.

BUSINESS:
A. Chair’s Address
B. Group Chief Executive Officer’s Address
C. Audited Financial Statements
D. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions:
1. That Andrew Bagnall be re-elected as a Director of the Company
2. That Carolyn Steele be re-elected as a Director of the Company
3. To authorise the Directors to fix the remuneration of the Auditor for the ensuing
year.
E. To consider any other matters that may be properly brought before the Annual
Meeting.
Proxies and voting
Any shareholder who is entitled to attend and vote at the meeting may instead appoint a
proxy to attend and vote on their behalf. The Chair of the Company is willing to act as proxy
for any shareholder who may wish to appoint him for that purpose. The Chair intends to
vote any undirected proxies in favour of the resolutions.
If you wish to appoint a proxy please complete the enclosed proxy form and mail to:
Computershare Investor Services limited
Private Bag 92119
Auckland 1142

2

Alternatively, you can complete a proxy form online at www.investorvote.co.nz. You will
need the Control Number (found on the Proxy Notice), your CSN/security holder number
and postcode or country of residence to vote online.

In either case, for your vote to be effective, your proxy must be received no later than 48
hours before the time of holding the meeting.
Note
Biographical information relating to the Directors standing for re-election at the meeting
can be found below.
Afternoon tea will be served at the conclusion of the meeting.
For and on behalf of the Board

Ben Doshi
Group Chief Financial Officer/Company Secretary

Dated: 27 June 2023

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Biographical information relating to the Directors standing for re-
election:
Andrew Bagnall
Non-Executive Director

Andrew Bagnall holds a Commerce Degree from Otago
University and a MBA from Michigan State University.
Andrew was a significant investor in Life Pharmacy Limited
and following the merger with Pharmacybrands Limited
(later renamed Green Cross Health Limited) has continued
to hold a shareholding in the merged entity.

In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry
establishing and managing Gullivers Travel Group which became the major distributor of
wholesale and retail travel services in New Zealand. Gullivers Travel Group was eventually
listed on the New Zealand and Australian stock exchanges (ASX) and was subsequently sold
to ASX listed S8. Andrew was also involved in co-developing one of New Zealand’s first
commercial retirement villages. Andrew now runs his own private investment company,
Segoura, which manages investments in various businesses. Andrew is also a Director of
PowerShield Limited, Steelmasters Auckland Limited and he maintains a keen interest in
sports car racing.

Andrew was appointed as a Non-Executive Director of the Company in August 2009.
Carolyn Steele
Independent Director

Carolyn Steele is a director of WEL Networks Limited, Oriens
Capital GP 2 Limited, Property for Industry and Vulcan Steel
Limited and chair of The Halberg Foundation. Until 2016,
Carolyn was a Portfolio Manager at Guardians of New Zealand
Superannuation, the Crown entity managing the New Zealand
Superannuation Fund. Prior to joining the Guardians in 2010,
Carolyn spent ten years in investment banking at Forsyth Barr
and Credit Suisse/First NZ Capital.

Carolyn was appointed as an Independent Director of the Company in June 2017.

---

Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Go online to vote, or turn over to complete the form
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair,
or any other Director, is willing to act as a proxy for any shareholder who
wishes to appoint him or her for that purpose. Any undirected votes in respect
of a resolution, where the Chair or any other Director is appointed proxy, will be
voted in favour of the relevant resolution, other than when he or she is
prohibited from voting on that resolution. To appoint a proxy, please enter the
name of your proxy in the space allocated in ‘Step 1’ overleaf of this form. If you
do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair will be appointed your proxy and will vote in accordance with
your express direction (subject to any voting prohibitions), and any undirected
votes will be voted in accordance with the Chair’s discretion.
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as
to whether to vote and, if so, how.
If you propose to ATTEND the Annual Meeting:
Bring this admission card, proxy form and voting instructions/ballot paper to the
share registry at the entrance to the meeting.
If you do NOT propose to attend the Annual Meeting:
Please complete and sign the proxy and voting instruction sections in ‘Step 1’
and ‘Step 2’ overleaf of this form, sign the form and return it to the share
registrar.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this Voting/Proxy Form must be signed by
you or someone you authorise to sign for you.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation
must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised
officer or attorney. Please sign in the appropriate place and indicate the office
held.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:30pm on Saturday, 29 July 2023
Green Cross Health Limited

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of
Green Cross Health Limited to be held at 2:30pm Monday, 31 July 2023, at the Ellerslie Event Centre, 80 Ascot Avenue, Greenlane, Auckland and at any adjournment
of that meeting and as my proxy thinks fit on any additional resolution or amendment to resolutions so as to give effect to my/our intention as set out below where possible.
I/We being a shareholder/s of Green Cross Health Limited
Voting Instructions/Voting Form
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted.
Unless otherwise instructed, the proxy will vote as he/she thinks fit.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Director
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.
That Andrew Bagnall be re-elected as a Director of the Company
2.
That Carolyn Steele be re-elected as a Director of the Company
3.
To authorise the Directors to fix the remuneration of the Auditor for the ensuing year.
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
Annual Meeting of Shareholders of Green Cross Health Limited
to be held at 2:30pm, Monday, 31 July 2023, at the
Ellerslie Event Centre, 80 Ascot Avenue, Greenlane, Auckland.
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