Radius Care Notice of Annual Meeting

Thursday 3 August 2023
10:30am
Hyundai Marine Sports Centre
8/10 Tamaki Drive
Orakei, Auckland 1071
https://meetnow.global/nz
OTHER IMPORTANT DATES
(All times are given in New Zealand time)
• Latest time for receipt of proxy appointments
—10.30am, Tuesday 1 August 2023
• Record date for voting entitlements
—5.00pm, Tuesday 1 August 2023
Notice of
Meeting
ANNUAL MEETING
OF SHAREHOLDERS 2023

Radius Residential Care
NOTICE OF MEETING
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.
ELECTION OF DIRECTORS
In relation to the re-election of Mary Gardiner
and Hamish Stevens, 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.
Tom Wilson has been nominated for election as
an additional Director by an eligible shareholder in
accordance with NZX Listing Rule 2.3.2.
Explanatory Notes
A. Chairman’s welcome and strategic overview
B. Chief Executive Officer’s report on financial and
business performance
C. Consideration of and Voting on the Resolutions
Shareholders will be asked to consider and, if
thought appropriate, to pass the following ordinary
resolutions:
1. Auditor’s Remuneration
That the Directors are authorised to fix the
remuneration of Baker Tilly Staples Rodway
as auditor of Radius Care for the ensuing
financial year.
2. Re-election of Mary Gardiner
That Mary Gardiner be re-elected as a Director
of Radius Care.
3. Re-election of Hamish Stevens
That Hamish Stevens be re-elected as a
Director of Radius Care.
4. Election of Tom Wilson
That Tom Wilson be elected as a Director of
Radius Care.
Further information relating to the resolutions is
set out in the Explanatory Notes to this Notice of
Meeting. Please read and consider the resolutions
together with the notes.
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
Executive Chair
4 July 2023
Business
2

Radius Residential Care
NOTICE OF MEETING
Explanatory Notes
The Board unanimously recommends that shareholders vote in favour of Resolutions 1,2,3 and 4.
Resolution 2
Re-election of Mary Gardiner
INDEPENDENT DIRECTOR
Term of Offi ce
Mary Gardiner was
appointed as an
Independent Director of
Radius Care in December 2020.
Board Committees
• Audit and Risk Committee
• Remuneration and People Committee
Background
The Board continues to consider Mary as an
Independent Director for the purposes of the
Listing Rules.
Mary is an Independent Director and Chair of the
Audit and Risk Committee of Southern Cross Pet
Insurance, director of Unity Credit Union, Chair
of Netball Northern Zone, trustee of Mangere
Mountain Education Trust, an Auckland Council-
controlled organisation and a director of Women in
Sport Aotearoa.
Mary has previously been Chair of Auckland Netball
Centre and Badminton NZ. Her commercial experience
includes roles as Chief Financial Offi cer of Instant
Finance and Radius Health Group, and Governance
Risk Manager at Air New Zealand, following a career
focused primarily in fi nancial services with KPMG in
New Zealand, Germany and Australia.
Mary is a Chartered member of the Institute of
Directors, Fellow of Governance New Zealand and is a
New Zealand Fellow Chartered Accountant.
Resolution 3
Re-election of Hamish
Stevens
I
NDEPENDENT DIRECTOR
Term of Offi ce
Hamish Stevens
was appointed as an
Independent Director of
Radius Care in December 2020.
Board Committees
• Chair of the Audit and Risk Committee
Background
The Board continues to consider Hamish as an
Independent Director for the purposes of the
Listing Rules.
Hamish is an Auckland-based Independent
Director having held directorships in both the
listed and private company sectors since 2010.
He is also currently Chair of Embark Education
Group, East Health Services and Pharmaco and a
director of Marsden Maritime Holdings, Northport
and Counties Energy. Prior to his governance
career, Hamish held senior fi nance positions
with Heinz Wattie, Tip Top Ice Cream and
DB Breweries.
Hamish is a qualifi ed Chartered Accountant and a
Chartered Fellow of the Institute of Directors.
Resolution 4
Election of Tom Wilson
NON-EXECUTIVE DIRECTOR
Background
Tom Wilson has been nominated for election as
an additional Director by an eligible shareholder in
accordance with NZX Listing Rule 2.3.2.
Tom is an experienced director, and is currently the
Chair of Genera Holdings, Show TV, CurraNZ, Pelco
NZ and Tauranga Bridge Marina. He is also a director
of Builtin Insurance Group. Tom was previously the
Chair of Barrett Homes Group, Regal Haulage Group,
Hopkins Farming Group and Managing Director of
Satara (NZX Listed). Tom was involved in a number
of leading management positions in the Aged Care
sector during his career as well
as being a partner at KPMG for
ten years.
Tom has recently consulted to Radius
Care and if elected, the Board considers that he would
be a Non-executive Director of Radius Care, rather
than an Independent Director because he has recently
been a supplier of services to Radius Care. The Board
will keep his status under review and may determine
that he is an Independent Director in the future.
3

Radius Residential Care
NOTICE OF MEETING
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 Tuesday 1 August 2023 are entitled
to attend online or in person and vote at the Meeting.
Attend and vote 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. More information on 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. If you have any questions on
how to attend the Meeting online, please contact
Computershare Investor Services Limited on +64 9 488
8777 between 8.30am – 5.00pm Monday to Friday.
Attend the meeting in person
The venue for the Meeting for those Shareholders
attending in person is Hyundai Marine Sports Centre,
8/10 Tamaki Drive, Orakei, Auckland 1071.
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 Tuesday 1 August 2023. If
you wish to appoint a proxy, please review the proxy
form which provides information on how to make
this appointment.
A proxy or representative does not need to be a
Radius Care Shareholder.
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 your named proxy does not attend the meeting
or you do not name a person as your proxy but
otherwise have completed your proxy form in full,
the Chair of the Meeting will act as your proxy.
You may appoint the Chair of the Meeting as your
proxy. If you appoint the Chair 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, 3 and 4 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.
Radius Residential Care
Level 4, 56 Parnell Road, Parnell, Auckland
+64 9 304 1670
investor@radiuscare.co.nz
www.radiuscare.co.nz
Caring is our calling

---

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 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 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 this 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 Tuesday, 1 August 2023.
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.
* Further information relating to the resolutions is set out in the Explanatory Notes to this Notice of Meeting. Please read and
consider the resolutions together with the 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 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 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 meeting of
Shareholders of Radius Care to be held at Hyundai Marine Sports Centre, 8/10 Tamaki Drive, Orakei, Auckland 1071 and online at
https://meetnow.global/nz on Thursday, 3 August 2023 commencing at 10.30am and at any adjournment of that meeting.
Meeting of Shareholders of Radius Care
to be held at Hyundai Marine Sports Centre,
8/10 Tamaki Drive, Orakei, Auckland
be held on Thursday 3 August 2023
commencing at 10.30am.
I/We being a securityholder/s of Radius Residential Care Limited
ORDINARY RESOLUTIONS*
ForAgainst
Proxy
Discretion
Abstain
1. Auditor’s Remuneration
That the directors are authorised to fix the remuneration of Baker Tilly
Staples Rodway as auditor of Radius Care for the ensuing financial year.
2.
Re-election of Mary Gardiner
That Mary Gardiner be re-elected as a director of Radius Care.
3.
Re-election of Hamish Stevens
That Hamish Stevens be re-elected as a director of Radius Care.
4.
Election of Tom Wilson
That Tom Wilson be elected as a director of Radius Care.
ATTENDANCE SLIP