Third Age Health 2023 AGM

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Notice of Annual Shareholder Meeting
Third Age Health Services Limited
To be held on Tuesday 15 August 2023 at 2pm
ANZ, Room 30.03, Level 30, 23 Albert Street, Auckland CBD
Notice is hereby given that the 2023 annual meeting of the shareholders of Third Age Health Services Limited
(Third Age Health) will be held in person on Tuesday 15 August 2023 at ANZ Room 30.03, Level 30, 23 Albert
Street, Auckland, beginning at 2pm. It will also be held online - please email your request to attend online to
investors@thirdagehealth.co.nz with your shareholder number and name by 2pm on Friday 11 August 2023 to
obtain details to attend.
Items of business
1. Chairman'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 2023
and the auditor's report to shareholders.
4. Ordinary resolution A
To consider and, if thought fit, to pass the following ordinary resolution:
Auditor's remuneration
That the directors of Third Age Health be authorised to fix the fees and expenses of UHY Haines
Norton as auditor for the coming year (see explanatory note).
5. Ordinary resolution B
To consider and, if thought fit, to pass the following ordinary resolution:
Election of Warren William Flaunty
That Warren William Flaunty be elected as a director of Third Age Health (see explanatory note).
6. 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



John Fernandes, Chairman
18 July 2023

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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 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.
Ordinary Resolution A: Auditor's remuneration
This resolution authorises the directors to fix the fees and expenses of UHY Haines Norton as auditor as
required by section 207S of the Companies Act 1993.
The Board recommends that shareholders vote in favour of this resolution.
Ordinary Resolution B: Election of Warren William Flaunty
The Board does not support this nomination for election and recommends that shareholders vote against this
resolution.

Warren Flaunty has been nominated for election as a Director under NZX listing rule 2.3.2
The following short biography for Warren has been provided:
Warren has been involved in healthcare for his whole working life. A Pharmacist by profession for over 50 years
he has owned and operated three pharmacies. Warren has become a major shareholder of TAH through on-
market purchases for the Flaunty Family Trust. He has been involved in local government for over 40 years; an
elected director of Waitemata District Health Board for 21 years; Trustee West Auckland Hospice 12 years;
Introduced the Graseby Pump into NZ in 1998 for use in terminal care; Chairman WDHB Three Harbours Health
Foundation 21 years; Member Health Practitioners Disciplinary Tribunal 12 years; Justice of the Peace – 32
years; Elected trustee Waitakere Licensing Trust 37 years; and currently Chairman of The Trusts Community
Foundation Limited – a not-for-profit class 4 gaming foundation. Additionally, Warren was awarded a Queen’s
Service Medal (QSM) for community service in 2004.
Our board currently consists of four directors. As part of our succession planning, one position will become
vacant at the end of this year when Norah Barlow intends to step down. As announced to the market, the
board has selected Steffan Crausaz to join as an independent director when Norah steps down. Steffan’s
extensive experience, particularly in primary care as CEO of Tāmaki Health, and as a trained pharmacist, brings
a unique blend of clinical experience and healthcare management to the board. His appointment will be put up
for ratification by shareholders at the 2024 AGM.
We are resolutely driving what the board considers to be substantial improvements to return on capital and
profitability and welcome input from any shareholders who have constructive suggestions on how to drive
profit growth faster and the selection of future independent directors.
As we (with four directors and our current fee pool) are already focused on improving profitability, we would
prefer not to increase our director related expenses at all. For the board to endorse an increase in the number
of directors (and the associated fee pool for adding to our size) would be a case of doing one thing and saying
the other.
It is the board’s view that Warren Flaunty would not be classed as an independent director.
Therefore, we believe it is in the best interests of the company and all shareholders to maintain the current
succession plan and board structure.
Attendance and voting
Attendance
The annual meeting will be held in person. Shareholders, or their proxy, wishing to attend the annual meeting
should arrive at 23 Albert Street at the appointed time and should bring their proxy voting form with their
shareholder number for verification purposes.
An online option will be available on request, please email request to attend online to
investors@thirdagehealth.co.nz with shareholder number and name by 2pm on Friday 11 August 2023.

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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 2pm on Friday 11 August 2023.
Shareholders may, and are encouraged to, exercise their right to vote by way of proxy vote if they cannot
attend the meeting in person.
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, he 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, at his discretion.
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 to
meetings@linkmarketservices.com no later than 2pm on Sunday, 13 August 2023 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 2pm on Sunday 13 August 2023.
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. 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.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/TAH
Scan & email:
meetings@linkmarketservices.com Mail:

Deliver: 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 in person at ANZ Room 30.03, Level
30, 23 Albert Street, Auckland, and online, on Tuesday, 15 August 2023, at 2pm. Shareholders who attend online will require your CSN/Holder
Number for verification purposes.

If you do not plan to attend the meeting in person 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 2pm (New Zealand
time) Sunday, 13 August 2023. You can still attend the meeting if you appoint a proxy but you will invalidate the proxy appointment and must
vote on the resolutions yourself.

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 at his discretion. 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, or if you do not provide any directions on
how to vote on a 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*:
________________________________________________________of ____________________________________________________
(Full Name) (Email Address)
Or, if no person is named, the Chair of the annual meeting,

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, or if the 'Discretion' box has been ticked, 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, 15 August 2023, at 2pm 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. If discretion is selected and no proxy in attendance the Chairman will vote in line with the Board recommendation.

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 the directors of Third Age Health be authorised to fix the fees and expenses of the
auditor for the coming year.
   
B That Warren William Flaunty be elected as a director of Third Age Health.
   





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 2pm, Sunday, 13 August 2023.

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.