Notice of Meeting

Notice of Annual Meeting of Shareholders1
Notice of Annual Meeting
of Shareholders 2024

Notice of Annual Meeting of Shareholders2
22 March 2024

Dear Shareholder
We invite you to join us for the Annual Meeting of Shareholders of Summerset Group Holdings Limited
(“Summerset”), to be held at:
Where:Online: www.virtualmeeting.co.nz/sum24
Physical Location: The Makaro Room at Te Raukura, Odlins Square,
Taranaki Street Wharf, Wellington
When:
Wednesday, 24 April 2024 at 1.00pm (New Zealand time)
Summerset CEO, Scott Scoullar, and I will talk about Summerset’s performance during the 2023 financial
year and our plans for 2024. Questions from shareholders attending the meeting will be invited.
If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the
instructions on the back of that form so that it reaches Link Market Services by 1.00pm (New Zealand
time) on Monday 22 April 2024.
Items of Business:
A. Chair’s address
B. Chief Executive Officer’s address
C. Update from Committee Chairs
D. Ordinary resolutions
E. General business and shareholder discussion.
Resolutions:
To consider and, if thought fit, to pass the following ordinary resolutions:
1. That the Board is authorised to fix the auditors’ remuneration.
2. Having retired, that Marie Bismark be re-elected as a Director of Summerset for a further (and final)
term of three years.
3. That the maximum aggregate fee pool amount of remuneration payable by Summerset to Directors
(in their capacity as Directors) be increased by $105,550 per annum (plus GST, if any), from $904,450
per annum to $1,010,000 (plus GST, if any).
Further information relating to these resolutions is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider the resolutions together with the Explanatory Notes.
I look forward to seeing you at the Annual Meeting and thank you for your ongoing support.
By order of the Board.
Mark Verbiest
Chair
22 March 2024
Notice of Annual Meeting of Shareholders

Notice of Annual Meeting of Shareholders3
Marie Bismark MBChB, LLB, MBHL, MPH, MD, MPsych, FAICD, FAFPHM
Non-executive Director
Independent
Term of Office: Appointed Director on 1 September 2013, re-elected 30 April
2015, 27 April 2018 and 28 April 2021
Board Committees: Clinical Governance Committee (Chair), People &
Culture Committee
Marie works as a Consultant Psychiatrist at Te Whatu Ora, Capital & Coast,
and as a Professor at Melbourne University. Her research focuses on patients’ rights, quality of care,
and medical regulation.
Marie is an experienced company director, serving on the boards of GMHBA Health Insurance, The
Royal Women’s Hospital in Melbourne, and on the Veterans’ Health Advisory Panel.
Marie has been a director of Summerset since 2013.
Ordinary Resolution 1
Pursuant to the Companies Act 1993, Ernst & Young are automatically reappointed at the Annual Meeting as
auditors of Summerset. The proposed resolution is to authorise the Directors to fix the remuneration of the
auditors, Ernst & Young.
Ordinary Resolutions 2
Pursuant to 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 3 years, whichever is longer.
Dr Marie Bismark retires in accordance with NZX Listing Rule 2.7.1 and offers herself for re-election.
The Board has determined that Marie currently qualifies as an Independent Director and unanimously
supports her re-election. The Board notes that, if re-elected, Marie will have served as a director for 12 years
on 1 September 2025. Whilst it is acknowledged that is a long term, nevertheless the Board considers that
Marie should be considered an Independent Director despite her tenure.
At the request of the Board, given she continues to perform a valuable role as Chair of the Clinical
Governance Committee, a critical role in the context of our business, Marie has agreed to stand for re-
election. Marie has a very particular set of skills and experience which the Board and management, and
hence the Company, benefits from.
Explanatory Notes
Ordinary Resolution 3
The Board recommends to shareholders that the maximum annual Directors’ remuneration payable to all
Directors of Summerset taken together (“fee pool”) be increased from the current level of $904,450 to
$1,010,000 (plus GST, if any). This reflects a total increase of $105,550 to the current approved fee pool plus
any GST payable on the fee pool (an increase of 11.67%).
The current standard Directors’ fees per annum are as follows (plus GST):
• Chair $195,000
• Non-executive Director $97,500
• Chair of Audit Committee $20,000
• Chair of Clinical Governance Committee $15,000
• Chair of People & Culture Committee $15,000
• Chair of Development & Construction Committee $15,000
For Directors resident in Australia (currently Stephen Bull), their remuneration is paid in Australian dollars at
the appropriate equivalent dollar amount as is paid to New Zealand Directors. In 2023, annualised standard
Directors’ fees were $854,220 (plus GST), taking into account the foreign exchange rate applicable to the
Directors’ fees paid in Australian dollars.

Notice of Annual Meeting of Shareholders4
In addition to standard Directors’ fees, in 2023 $15,467 (plus GST) was also paid for additional responsibilities
above and beyond the normal duties of the Board or any standard Committee. These fees related to due
diligence work for the issue of retail bonds in March 2023.
The fee pool was last increased in April 2022.
In making this recommendation, the Board has considered a report prepared by PwC for the People
& Culture Committee. The purpose of this report was to benchmark the fees paid to Summerset’s
Directors against a peer group of NZX-listed companies selected on the basis of comparable market
capitalisation. In accordance with the commentary to Recommendation 5.1 of the NZX Corporate
Governance Code, a summary of PwC’s report is attached and is also available on Summerset’s investor
website at www.summerset.co.nz/directorsfeesummary. It should be noted that the Company
continues to grow and in particular has invested in, and is developing, an increasing proportion of assets
in Australia. It is also worthy of note that the imposts of time, and the impacts of inflation, have meant that
director remuneration for Summerset has tended to lag that of other listed companies.
The proposed standard Directors’ fees per annum effective from 1 May 2024 are as follows (plus GST):
• Chair $220,000
• Non-executive Director $100,000
• Chair of Audit Committee $20,000
• Chair of Clinical Governance Committee $20,000
• Chair of People & Culture Committee $20,000
• Chair of Development & Construction Committee $20,000
• Committee member $10,000
The proposed Committee member fee is a new fee payable to Directors (other than the Chair) who are
a member of a standing Committee. The fee is payable once per Director (i.e. if a Director is a member
of two Committees, they will receive a single fee of $10,000 (plus GST)). It should be noted that it is
common practice among most listed companies to pay fees to Committee members, with these fees
generally being paid per Committee as opposed to the single fee that has been proposed.
The addition of the Committee member fee brings the total Non-executive Director fees (excluding
Committee Chair fees) to $110,000 (plus GST) per annum, and consequently it is proposed that the
Chair’s fee be increased to the market standard of two times the Non-executive Director fees.
It is intended that directors resident in Australia continue to be paid in Australian dollars at the
appropriate equivalent dollar amount as is paid to New Zealand directors. This reflects differences in
taxation and currency and is regarded as appropriate given Summerset’s investments in Australia.
In addition to providing for the proposed increases, the proposed change to the fee pool, if approved,
will provide $50,000 of headroom in order to allow for the Board to approve payments to Directors for
assuming additional responsibilities above and beyond the normal duties of either the Board or any
standard Committee. These payments will only be approved in the event of commitments such as
significant strategic work or projects.
Summerset will disregard any votes on Ordinary Resolution 3 by:
1. any Director of Summerset; and
2. any Associated Person of any Director of Summerset,
except where any such vote is cast by the Director or one of his or her associates as proxy for a person who
is entitled to vote and the Director or that associate votes in accordance with express instructions to vote for
or against a particular resolution on the proxy form.
1
The amount of headroom may vary depending on the foreign exchange rate applicable to the Directors’ fees paid in Australian dollars to the
Australian Directors.

Notice of Annual Meeting of Shareholders5
Attendance
Shareholders will be able to attend the Annual Meeting in person, or, alternatively, virtually via an online
platform provided by our share registrar, Link Market Services at www.virtualmeeting.co.nz/sum24.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will still be
able to vote and ask questions during the Annual Meeting. More information regarding virtual attendance
at the Annual Meeting (including how to vote and ask questions virtually during the Meeting) is available
in the Virtual Annual Meeting Online Portal Guide available at https://bcast.linkinvestorservices.co.nz/
generic/docs/OnlinePortalGuide.pdf
Proxies
Any shareholder who is entitled to attend and vote at the Annual Meeting may appoint a proxy, who need
not be a shareholder, to attend and vote instead of him or her by completing and returning the enclosed
proxy form. If you appoint a proxy you may either direct your proxy how to vote for you or you may give
your proxy discretion to vote as he/she sees fit. If you wish to give your proxy discretion then you must
mark the appropriate boxes on the form to grant your proxy that discretion. If you do not tick any box for a
particular resolution, then your instruction will be to abstain.
Shareholders can elect to vote their proxies on-line by visiting vote.linkmarketservices.com/SUM or by
scanning the QR code on the Proxy Form with your smartphone.
NZX Register holders:
You will need to enter your CSN/Holder Number and Authorisation Code (FIN) to securely complete your
proxy appointment.
ASX Register holders:
You will need to enter your Holder Number and postcode to securely complete your proxy appointment.
If you wish to mail the proxy form then please send it to our share registry, Link Market Services Limited,
using the freepost envelope included with the form. Alternatively you can scan and email the completed
proxy form to meetings@linkmarketservices.com (please put the words Summerset Proxy Form in the
subject line for easy identification).
The completed proxy form must be received by the share registry no later than 1.00pm (New Zealand
time) on Monday 22 April 2024. Any proxy form received after that time will not be valid for the scheduled
meeting.
Ordinary Resolution
An ordinary resolution is one passed by a simple majority of votes from shareholders entitled to vote and
voting on the resolution.
Voting
Voting entitlements for the Annual Meeting will be determined as at 5.00pm (New Zealand time) on
Monday 22 April 2024. Registered shareholders at that time will be the only persons entitled to vote at the
Annual Meeting and only the shares registered in those shareholders’ names at that time may be voted at
the Annual Meeting.
The Chair will require voting at the Annual Meeting to be conducted by poll, as required by the NZX
Listing Rules.
More information
If you have any questions, or for more information, please contact Summerset’s Company Secretary,
Robyn Heyman, on (04) 894 7320.
IMPORTANT INFORMATION

Summerset Group Holdings Ltd
Non-executive directors’ fees benchmarking
Summary report
12 March 2024

PwC
PwC’s Reward Services team has been engaged by the Summerset Group Holdings Limited (Summerset) Board of Directors (the Board) to provide
independent remuneration benchmarking services in relation to Summerset’s Directors’ fees (the Services).
As lead engagement Partner for the provision of the Services to the Board, I declare that no influence has been brought to bear upon me or, to the best of
my knowledge and belief, any member of the PwC Reward Services team, by any Board member, employee or executive of Summerset or any other party
regarding the Services or outcomes of the Services.
Dated: 12 March 2024
Chris Place
Partner
PricewaterhouseCoopers
2
Summerset Group Holdings Limited
Remuneration Service provider
Independence declaration

PwC
Summary
3
Summerset Group Holdings Limited
The table provided below summarises market remuneration data for directors’ fees from a comparator group of 14 NZX-listed companies selected by the Summerset Board for
the purposes of this exercise. The basis for the comparator group composition was comparable market capitalisation, together with inclusion of relevant industry comparators.
Median market capitalisation across the sample was $2,268 million, compared to Summerset’s market capitalisation of $2,174 million. The sample is evenly weighted between
larger and smaller companies than Summerset by market capitalisation (seven larger and seven smaller).Details of the comparator group are provided in Appendix 1.
Data is current to the date of this report and has been sourced from publicly available information, including annual reportsand NZX disclosures. Where the Board chooses to
position its fees against this market data will depend on the Board’s view of the overall relevance of the comparator group and specifically Summerset’s perceived relative
complexity of operations, relative scale, ranking (by scale) and risk profile as compared with those of the comparator companies.
PositionSample
size
Market median Summerset fee policyComparison to the
market median
Board Chair
1
14200,000195,00098%
NED
2
14100,00097,50098%
Chair of Audit & Risk committee
3
1420,00020,000100%
Chair of Audit & Risk committee – aggregated fee
3
14120,000117,50098%
Chair of People & Culture committee
4
1220,00015,00075%
Chair of People & Culture committee – aggregated fee
4
12118,800112,50095%
Member of Audit & Risk committee
5
1112,00000%
Member of Audit & Risk committee – aggregated fee
5
11114,00097,50086%
Member of People & Culture Committee
6
1010,00000%
Member of People & Culture Committee – aggregated fee
6
10110,30097,50088%
Total approved poolfee
7
111,073,000904,45084%
Notes:
1.Analysis of the 14 companies in the sample which had a non-executive Board Chair. The majority of Chair roles receive no committee fees, with the base fee recompensing all Board contribution/roles
held. Three companies in the sample paid committee fees on top of base Chair fees, these are captured in the market fee analysisfor this position.
2.Analysis of base NED fees for all 14 companies in the comparator group.
3.Analysis of each of the 14 companies’ committee fees that had this role/paid additional remuneration to this role. Aggregatedremuneration analysis -which reflects payment of the NED fee + Chair of
Committee fee - has also been itemised for completeness.
4.Analysis of each of the 12 companies that had this role/paid additional remuneration to this role. Some companies combined this committee portfolio e.g. People & Remuneration Committee, People &
Nomination Committee etc. Both committee fee only and aggregated fee data (NED fee + Chair of Committee fee) has been provided.
5.Analysis of each of the 11 companies’ committee fees that had this role/paid additional remuneration to this role. Aggregatedremuneration analysis -which reflects payment of the NED fee + Member of
Committee fee - has also been itemised for completeness.
6.Analysis of each of the 10 companies’ committee fees that had this role/paid additional remuneration to this role. Aggregatedremuneration analysis -which reflects payment of the NED fee + Member of
Committee fee - has also been itemised for completeness.
7.Analysis of each of the 11 companies where a pool fee is set/disclosed.

PwC
4
Summerset Group Holdings Limited
Appendix 1 -Comparator Group
Organisation name
Market
Capitalisation
($ millions)
Company total
revenue
($ millions)
Company total
assets
($ millions)
Vector3,8001,1927,528
Port of Tauranga 3,7754212,824
Fletcher Building3,6658,4699,081
Ryman Healthcare3,66557112,511
Chorus Limited3,3219806,165
Goodman Property Trust2,9821774,854
Genesis Energy2,6652,3745,090
Precinct Properties New Zealand1,8722193,643
Freightways1,4871,1221,377
Vital Healthcare Property Trust1,3811453,430
Manawa Energy (previously Trustpower)1,3494372,104
Kiwi Property Group1,3212593,238
Arvida Group6842223,762
Oceania Healthcare5362862,545
Summerset Group2,1742395,840
Market median2,2684293,702
Comparative ratio to median96%56%158%
Source: Market capitalisation data: www.nzx.comDecember 2023, revenue and total assets data was taken from the latest annual reports

Thank you
© 2024 PricewaterhouseCoopers New Zealand. All rights reserved. ‘PwC’ and ‘PricewaterhouseCoopers’ refer to the New Zealand member firm, and may sometimes refer to the PwC network. Each
member firm is a separate legal entity. Please see www.pwc.com/structure
for further details. This report is protected under the copyright laws of New Zealand and other countries as an unpublished
work. This report contains information that is proprietary and confidential to PricewaterhouseCoopers and shall not be disclosedoutside the recipient's company or duplicated, used or disclosed in
whole or in part by the recipient for any purpose other than to evaluate this report. The contents of this report should not be treated as advice, and no responsibility is taken for acting on information
contained in the document. Any other use or disclosure in whole or in part of this information without the express written permission of PricewaterhouseCoopers is prohibited.

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LODGE YOUR PROXY
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Deliver:
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Level 30, PwC Tower,
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New Zealand



Scan this QR code with your smartphone and vote online

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PROXY FORM/ADMISSION CARD FOR SUMMERSET GROUP HOLDINGS LIMITED ANNUAL MEETING
The Annual Meeting of Shareholders of Summerset Group Holdings Limited will be held online at www.virtualmeeting.co.nz/sum24 and in person at The
Makaro Room at Te Raukura, Odlins Square, Taranaki Street Wharf, Wellington on Wednesday 24 April 2024 at 1.00pm (New Zealand time).

You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to vote.linkmarketservices.com/SUM or by scanning
the QR code above with your smartphone.

Appointment of proxy
Any shareholder entitled to attend and vote at the Annual Meeting can appoint a “proxy” to attend and vote. If you appoint a proxy, you can either direct
your proxy how to vote or let them decide on the day on your behalf. If you do not tick a box for a particular resolution, then your proxy will abstain from
voting.
If you return this form without appointing a proxy on your Proxy Form but have indicated on this form how you wish to vote, the Chair of the meeting
will vote in accordance with your express instructions. For this Proxy Form to be valid, you must produce it by delivering, posting or emailing it intact to be
received by Link Market Services Limited no later than 1.00pm, Monday 22 April 2024.

Voting of your holding
If you tick the ‘Proxy 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. If you do not tick any box for a particular resolution, then your
instruction will be to abstain.

Appointing the Chair of the Meeting as your proxy
If you wish, you may appoint the Chair of the meeting as your proxy. Please tick the box next to “Chair of the Meeting” when you appoint your proxy.
The Chair will vote according to your instructions.

Voting Restrictions
Summerset will disregard any votes on Ordinary Resolution 3 by any Director of Summerset or an Associated Person of any Director of Summerset,
except where any such vote is cast by the Director or one of his or her associates as proxy for a person who is entitled to vote and the Director or that
associate votes in accordance with express instructions to vote for or against a particular resolution on the proxy form.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder. The Chair will require voting at the Annual Meeting to be conducted by poll.


Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.

Joint Holding
Where the holding is in more than one name, either of the joint shareholders may sign the Proxy Form.

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
In the case of a corporate shareholder, a duly authorised officer or director must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or implied authority, or execute under the common seal of the corporate shareholder
(if it has one).

Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976
Auckland 1142
New Zealand

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder(s) of Summerset hereby appoint:
The Chair of the Meeting
 (tick)
or failing that person of
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders of Summerset Group Holdings Limited on Wednesday 24
April 2024 at 1.00pm (New Zealand time).
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above. For each resolution you must tick one box. If no box is ticked in relation to the resolution, that
resolution will be treated as abstained. The resolutions are stated in brief. Please refer to the Notice of Meeting for the full text of the resolution and
Explanatory Notes.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following resolutions:

Tick () in box to vote
Ordinary Resolutions:
For Against Abstain Discretion
1. That the Board is authorised to fix the auditors’ remuneration.
   
2.
Having retired, that Marie Bismark be re-elected as a Director of Summerset for a
further (and final) term of three years.
   
3.
That the maximum aggregate fee pool amount of remuneration payable by Summerset
to Directors (in their capacity as Directors) be increased by $105,550 per annum (plus
GST, if any), from $904,450 to $1,010,000 (plus GST, if any).

   

And to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote on each resolution as he/she sees fit, or may abstain from voting.
The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: 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 ____________

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