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Green Cross Health Limited 2024 Annual Report

Annual Report25 June 2024GXHHealthcare

02
| GREEN CROSS HEALTH

Unichem Pharmacies

Life Pharmacies

The Doctors Medical Centres

423,000

enrolled patients

doctors

401

330

pharmacies

27753

66

medical

centres

2.0

million

loyalty members

nurses

464

Green Cross Health’s promise is to provide the best health support, care and advice to New Zealand

communities. We are passionate about supporting healthier communities through our network of

pharmacies and medical centres.

Who we are

nurse

practitioners

31

As at 31 March 2024

Contents
The Company

The year at a glance 04

Company report 06

Company report - Pharmacy division 08

Company report - Medical division 10

Financials

Directors' declaration 13

Independent auditor's report 14

Group financial statements 18

Notes to the consolidated financial statements 22

Governance

Group entities 48

Board of Directors 52

Corporate governance 55

Climate-related disclosures 64

Other annual report disclosures 70

Shareholder information 75

Company directory 77

04
| GREEN CROSS HEALTH

The year at a glance

Divisional Performance

Group Performance

$19.3m

8% decrease vs FY23

Pharmacy Operating Profit

$15.0m

8% decrease vs FY23

Medical Operating Profit

$31.8m*

7% decrease vs FY23

$503.9m*

2% increase vs FY23

Group RevenueOperating Profit/EBIT

$166.6m

18% decrease vs FY23

$12.0m*

20% decrease vs FY23

(attributable to shareholders)

Net Profit After TaxNet Assets

* From continuing operations (the Community Health Division was divested on 28 February 2023).

Annual Report 2024 |
05

So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the

financial statements and notes further on in this report.

2024

($’000)

2023**

($’000)

We generate revenue from two sources

Pharmacy retail and dispensary363,644360,386

Medical services140,271133,228

Our costs to operate are primarily

Wages and salaries180,812 174,122

Costs of products sold214,592 212,448

Other costs (marketing, governance, communications etc)52,35648,830

Lease expense, depreciation and amortisation 24,843 25,084

Impairment716 129

After all income and expenses, we earned

Profit before tax 22,42027,099

Tax expense(6,591) (6,804)

Profit after tax15,829 20,295

Profit and gain from discontinued operation, net of tax(276)30,254

Non-controlling interest(3,796)(5,315)

Profit after tax attributable to the Parent shareholders11,757 45,234

Financial Summary

What happened to the profit and where did the cash go?

We started the year with a bank balance of58,215 45,154

Our profit after tax (after adjusting for non-cash items) was*25,71537,659

We bought and sold various businesses(9,990)12,967

We bought fixed assets(7,399)(5,714)

We drew/(repaid) bank borrowings11,408(497)

We paid dividends to our shareholders(48,895) (10,073)

We paid dividends to our minority partners(3,061)(6,996)

Our working capital decreased by(2,591)(14,285)

We ended the year with a bank balance of23,40258,215

So what is the equity book value?

We have total assets of383,286401,007

We have total liabilities of(216,678) (199,002)

So our equity book value is166,608202,005

Which represents a net asset value for each share of (cents)116.1141.0

* Includes repayment of lease principal and interest expense of $20.4m (2023: $21.6m) under NZ IFRS 16

** Comparative information includes re-presentations and restatements for consistency with the current period.

The Company

06
| GREEN CROSS HEALTH

5.1

%

Pharmacy Division shows same

store sales increase of 5.1%

Results summary

Operating Revenue¹ of $503.9m, up 2%.

Operating Profit (EBIT)¹ of $31.8m, down 7% due to inflationary pressures, lower retail spending and

reduced higher margin COVID-19 activity.

Net Profit After Tax Attributable to Shareholders' down 20% to $12.0m.

Pharmacy Operating Revenue up 1% and Operating Profit down 8% to $19.3m.

Medical Operating Revenue up 5%


and Operating Profit down 8% to $15.0m.

Investment in growth of $17.9m, including seven new medical centres and one pharmacy.

2.0cps dividend declared to be paid on 21 June 2024.

1

From continuing operations (the Community Health divison was divested on 28 February 2023).

Company

report

Green Cross Health delivered Net

Profit After Tax Attributable to

Shareholders of $12.0m¹ over the

last twelve months.

The Company's strong financial position and narrowed focus following the sale of the Community Health division

ensure the Group is well positioned to deliver on its strategy of organic and acquisitive growth in medical and

pharmacy. The Pharmacy division saw dispensary growth with intial prescriptions up 7% for same stores and

vaccinations administered increased 5% on prior year. The Medical division expanded its national footprint

through the purchase of seven medical centres, to end the year with an enrolled patient base of 423,000.

Annual Report 2024 |
07

2021

478

2023

399

2022

494

2024

48.5

31.4

2021202320222024

34.3

504

31.8

Dividend

The Board has declared a final dividend of 2.0 cents per share (final FY24 dividend) to be paid in June 2024.

This brings the total dividends declared in respect of the FY24 year to 4.5 cents per share.

Green Cross Health future focus

The Board expects macro-economic challenges, particularly workforce shortages, inflationary pressures and

tightening of consumer spending, to remain in the new financial year. The Company will focus on improving

labour efficiency and cost management, utilising technology to support change. In-store execution, extension

of product range and expansion of service offerings are a priority. Green Cross Health urges the Government

to address funding levels to primary healthcare to ensure services remain accessible to those most in need in

communities across New Zealand.

Thank you to our team

Our team members provide expert care and advice to those in need of support, every day. We thank all our

people for their ongoing efforts, perseverance and commitment throughout the year. It is their dedication that

allows Green Cross Health to provide essential healthcare services to diverse New Zealand communities.

Group Operating Revenue

From Continuing Operations

($m)

before interest and tax

Group Operating Profit From

Continuing Operations ($m)

The Company

08
| GREEN CROSS HEALTH

Revenue in Pharmacy increased 1% to $363.6m while Operating Profit for the period decreased by $1.8m

to $19.3m due to labour cost pressures and inflation impacting margins. Dispensary continued to grow with

initial prescriptions up 7% for same stores, with growth accelerated by the Government removing the standard

pharmacy co-payment on 1 July 2023, a change for which Green Cross Health has lobbied over many years to

ensure equitable access to healthcare.

Vaccination activity also remained strong throughout the period; Unichem and Life pharmacies administered

over 320,000 vaccinations, a 5% growth over the prior year's record result. While flu vaccinations accounted for

the majority of vaccinations, the increased reliance on pharmacies as accessible primary health providers led to

a significant year-on-year rise in other vaccinations.

Same store retail sales were down 3% compared to prior year. Store optimisation led to two stores relocating,

three stores merging and two closing during the period. The division continues to selectively invest in new

pharmacies with one investment completed during the year, bringing the number of pharmacies in which the

division holds an equity interest to 84. Investment in differentiated products remains a priority.

Pharmacy

division

Unichem, Life Pharmacy

and PillDrop

Over 36 million prescription items were

dispensed by Green Cross Health’s

pharmacy network, a growth of two

million items year-on-year. Representing

a national network of 330 pharmacies,

Green Cross Health accounted for 40%

of total prescription volumes dispensed

in New Zealand. The Living Rewards

loyalty programme was refreshed

during the year, with membership now

exceeding two million customers. Six

refurbishments were undertaken as

part of the continued portfolio refresh,

in addition to one new pharmacy

investment completed.

330

stores

2.0

million

loyalty members

Annual Report 2024 |
09

The Living Rewards programme once again grew and membership surpassed the two million mark during the

year. The programme was rebranded to refresh and modernise interactions with existing members and to attract

new members given members spend 50% more than non-Living Rewards members. Additional investment was

made in the systems supporting the programme including introducing further technology to assist targeting of

retail offers through audience profiles, along with giving the Company the ability to engage with customers about

key health services and vaccinations as they become due, aligned to the division's care and advice strategy.

Highlights

Pharmacy division Operating Revenue increased 1% to $363.6m.

Initial prescription growth of 7% for same stores.

Living Rewards membership growth to 2.03m members.

Over 320,000 vaccinations administered, a 5% growth over the prior year’s record result.

Focus on people development with over 37,000 training modules completed in the year.

Green Cross Health pharmacies dispensed over 36 million prescriptions representing 40% of

total prescriptions volumes across New Zealand.

2021202320222024

Pharmacy Operating

Profit ($m)

before interest and tax

35.9

24.1

21.1

Pharmacy Operating

Revenue ($m)

2021

367.1

2023

316.8

20222024

360.4

363.6

19.3

Future focus

Extend new services, providing accessible care & advice for all New Zealanders.

Leverage loyalty system to provide tailored product and service offers, and

to increase proactive engagement with members.

Develop further differentiated brands and products including own brand

over-the-counter medications.

Lift retail experience through data-driven in-store space management and

continued refinement of product range.

Manage costs, leveraging technology to maximise workforce productivity

and support staff to practise at top of clinical scope.

The Company

10
| GREEN CROSS HEALTH

66

medical centres

9%

increase in enrolled patients

to 423,000

Medical

division

The Doctors and

HouseCall

The Medical division now

numbers 66 centres, following

the addition of seven

centres during the period.

The programme of centre

refurbishments and branding

continued, along with significant

investment in technology to

increase efficiency and enhance

patient experience. Revenue

increased to $140.3m.

Medical Revenue increased 5% to $140.3m, with Operating Profit down $1.2m to $15.0m. A reduction in higher

margin COVID-19 activity and labour cost pressures impacted profitability, particularly in the first half of the year.

As a result, restructuring of the cost base was completed in the second half of the year, contributing to a lift in

performance.

The Medical division continued to expand. The portfolio’s national footprint grew to 66 centres following

investment in seven medical centres. Enrolled patients as at 31 March 2024 totalled 423,000, an increase of

37,000 (+9%) since 31 March 2023. Three practices underwent refurbishments during the year to enhance the

patient environment and increase efficiencies in the delivery of patient care. Further investment was made in the

rebranding programme, with 44 centres now operating under The Doctors brand.

Investment in technology was an area of focus throughout the year with the roll-out of a standardised

practice management system now complete at 53 medical centres. An integrated invoice payment solution

was implemented at 33 medical centres, improving the ease with which patients can make payments. The

implementation of The Doctors App progressed, with 30 medical centres onboarded and additional centres

planned for FY25 launch.

Green Cross Health is funded by 12 different Primary Health Organisations (PHOs) for its 66 medical centres.

During the year approval was received to migrate 28 centres to National Hauora Coalition (NHC) PHO on or

before 1 July 2024, of which two were completed by 31 March 2024. The transition is on track and the Company

continues to advocate for further simplification of funding arrangements, to achieve efficiencies and maximise

time spent on patient care.

Annual Report 2024 |
11

Medical Operating

Revenue ($m)

Medical Operating

Profit ($m)

before interest and tax

2021

111.0

2023

82.2

2022

133.2

2024

16.0

9.3

2021202320222024

16.2

140.3

15.0

Future focus

Expand national footprint through targeted centre acquisitions.

Invest in technology and extension of omni-channel solutions to enhance patient experience

while lifting workforce productivity.

Operational and clinical improvements to increase efficiencies and provide high-quality patient care.

Continue the programme of centre refurbishments and rebrands to build The Doctors brand nationally.

Highlights

Medical division Operating Revenue grew 5% to $140.3m.

Investment in seven practices, taking the portfolio to 66 medical centres.

New Zealand’s largest general practice enrolled patient base with 9% growth in enrolled patients,

to 423,000.

Investment in technology with the roll-out of a standardised practice management system now

complete at 53 centres.

Approval received to migrate 28 centres to National Hauora Coalition (NHC) PHO, simplifying

funding arrangements.

Three major refurbishments to enhance the patient environment and increase efficiencies.

The Company

12
| GREEN CROSS HEALTH

Financials

Directors' declaration 13

Independent auditor's report 14

Group financial statements

Consolidated statement of comprehensive income 18

Consolidated statement of changes in equity 19

Consolidated statement of financial position 20

Consolidated statement of cash flows 21

Notes to the consolidated financial statements22

Annual Report 2024 |
13

The Company

Financials

For the year ended 31 March 2024

In the opinion of the Directors of Green Cross Health Limited, the financial

statements and notes, on pages 18 to 45:

•Comply with New Zealand generally accepted accounting practice and give

a true and fair view of the financial position of the Green Cross Health Limited

Group as at 31 March 2024 and the results of its operations and cash flows for

the year ended on that date.

•Have been prepared using appropriate accounting policies, which have been

consistently applied and supported by reasonable judgements and estimates.

The Directors believe that proper accounting records have been kept which enable,

with reasonable accuracy, the determination of the financial position of the Group

and facilitate compliance of the financial statements with the Financial Reporting

Act 2013.

The Directors consider that they have taken adequate steps to safeguard the

assets of the Group, and to prevent and detect fraud and other irregularities.

Internal control procedures are also considered to be sufficient to provide

reasonable assurance as to the integrity and reliability of the financial statements.

The Directors are pleased to present the financial statements of Green Cross

Health Limited for the year ended 31 March 2024.

For and on behalf of the Board of Directors:

Kim Ellis

Chair

29 May 2024

Carolyn Steele

Director

29 May 2024

Directors’ declaration

14
| GREEN CROSS HEALTH

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial statements of Green Cross Health Limited (the ’Company’)

and its subsidiaries (the ‘Group’) on pages 18 to 45 present fairly, in all material respects:

i. The Group’s financial position as at 31 March 2024 and its financial performance and cash flows for

the year ended on that date.

In accordance with New Zealand Equivalents to International Financial Reporting Standards issued by

the New Zealand Accounting Standards Board and International Financial Reporting Standards issued

by the International Accounting Standards Board.

We have audited the accompanying consolidated financial statements which comprise:

•The consolidated statement of financial position as at 31 March 2024;

•The consolidated statements of comprehensive income, changes in equity and cash flows for the

year then ended; and

•Notes, including a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand)

(‘ISAs (NZ)’). We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 International

Code of Ethics for Assurance Practitioners (including International Independence Standards) (New

Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International

Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants

(including International Independence Standards) (‘IESBA Code’), and we have fulfilled our other ethical

responsibilities in accordance with these requirements and the IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of

the consolidated financial statements section of our report.

Our firm has also provided other services to the Group in relation to tax compliance and advisory and a

retail strategy review. Subject to certain restrictions, partners and employees of our firm may also deal

with the Group on normal terms within the ordinary course of trading activities of the business of the

Group. These matters have not impaired our independence as auditor of the Group. The firm has no

other relationship with, or interest in, the Group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to

determine the nature, timing and extent of our audit procedures and to evaluate the effect of

misstatements, both individually and on the consolidated financial statements as a whole. The

materiality for the consolidated financial statements as a whole was set at $1.1 million determined with

reference to a benchmark of Group Profit Before Tax. We chose the benchmark because, in our view,

this is a key measure of the Group’s performance.

Independent

auditor’s report

To the shareholders of Green Cross Health Limited

Annual Report 2024 |
15

Key audit matters

Key audit matters are those matters that, in our professional judgement, were

of most significance in our audit of the consolidated financial statements in the

current period. We summarise below those matters and our key audit procedures

to address those matters in order that the shareholders as a body may better

understand the process by which we arrived at our audit opinion. Our procedures

were undertaken in the context of and solely for the purpose of our statutory audit

opinion on the consolidated financial statements as a whole and we do not express

discrete opinions on separate elements of the consolidated financial statements.

The key audit matter: Impairment of non-current assets

Refer to note 14 of the consolidated financial statements.

The Group has grown significantly through acquisitions in its Pharmacy and Medical

business units which has resulted in the recognition of goodwill in the amount of

$86.6 million, and $77.0 million, respectively.

In the event the business units underperform compared to their business cases,

there is a risk that the goodwill arising on acquisition may no longer be supported.

As disclosed in note 14, the Group performs an annual impairment test of goodwill

and uses a discounted cash flow model to determine the recoverable amount of its

business units to which goodwill has been allocated.

In performing this assessment, assumptions are made in respect of future economic

and market conditions. Cashflow forecasts include consideration of the Group’s

strategic business plan for each business unit and their impact on forecast sales and

operating costs. Additionally, management determined terminal growth rates and

discount rates which reflect an assessment of the time value of money and the risks

specific to each business unit.

The annual impairment test performed by the Group was significant to our audit

due to the magnitude of the goodwill balance and because the assessment

process involved judgement about the future performance of the business units.

The market capitalisation deficit that exists at balance date is an indicator of

impairment.

How the matter was addressed in our audit

Our audit procedures included:

•Ensuring the allocation of goodwill to the Group’s business units is appropriate;

•Evaluating the methodology, mathematical accuracy and assumptions applied

in the discounted cash flow models. We used our own valuation specialists to

assist us with the consideration of terminal growth and discount rates;

•Challenging management’s cash flow assumptions over projected cash, and

the expected impact of the Group’s business plans for each business unit by

reference to their historical performance and the internal and external factors

that influence their operations;

•Performing sensitivity analysis around the key assumptions used in the models;

•Reviewing the appropriateness of related disclosures in the consolidated

financial statements; and

•Challenged management on whether the market capitalisation deficit is an

indicator of impairment, and challenged management's earnings assumptions

used in the value in use calculations.

We did not identify any factors that were materially inconsistent with management’s

overall conclusions.

Financials

16
| GREEN CROSS HEALTH

Independent auditor's report

(continued)

Other information

The Directors, on behalf of the Group, are responsible for the other information included

in the Group’s Annual Report. Other information includes the Directors' Declaration and

the other information included in the Annual Report. Our opinion on the consolidated

financial statements does not cover any other information and we do not express any

form of assurance conclusion thereon.

The Annual Report is expected to be made available to us after the date of this

Independent Auditor’s Report. Our responsibility is to read the Annual Report when it

becomes available and consider whether the other information it contains is materially

inconsistent with the consolidated financial statements, or our knowledge obtained in

the audit, or otherwise appear misstated. If so, we are required to report such matters

to the Directors.

Use of this independent auditor’s report

This independent auditor’s report is made solely to the shareholders as a body. Our

audit work has been undertaken so that we might state to the shareholders those

matters we are required to state to them in the independent auditor’s report and for

no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the shareholders as a body for our audit work, this

independent auditor’s report, or any of the opinions we have formed.

Responsibilities of the Directors for the consolidated financial statements

The Directors, on behalf of the Company, are responsible for:

•The preparation and fair presentation of the consolidated financial statements in

accordance with generally accepted accounting practice in New Zealand (being

New Zealand Equivalents to International Financial Reporting Standards) and

International Financial Reporting Standards issued by the New Zealand Accounting

Standards Board;

•Implementing necessary internal control to enable the preparation of a

consolidated set of financial statements that is free from material misstatement,

whether due to fraud or error; and

•Assessing the ability to continue as a going concern. This includes disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless they either intend to liquidate or to cease operations or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objective is:

•To obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error; and

•To issue an independent auditor’s report that includes our opinion.

Annual Report 2024 |
17

Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with ISAs NZ will always detect a material

misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if,

individually or in the aggregate, they could reasonably be expected to influence

the economic decisions of users taken on the basis of these consolidated financial

statements.

A further description of our responsibilities for the audit of these consolidated

financial statements is located at the External Reporting Board (XRB) website at:

http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-

responsibilities/audit-report-1/

This description forms part of our independent auditor’s report.

The engagement partner on the audit resulting in this independent auditor’s report

is Jodi Newth.

For and on behalf of

KPMG

Auckland

29 May 2024

Financials

18
| GREEN CROSS HEALTH

Notes2024

$’000

2023

$’000

Continuing operations

Operating revenue5503,915493,614

Operating expenditure7.2(452,080)(438,398)

Depreciation and amortisation expense12,14(6,254)(6,820)

Depreciation - leases13(14,269) (15,266)

Impairment12,14(716)(129)

Share of equity accounted net earnings161,1981,315

Operating profit before interest and tax31,794 34,316

Interest income900584

Interest expense(2,549)(1,453)

Interest expense - leases(7,725)(6,348)

Net interest expense(9,374)(7,217)

Profit before tax22,42027,099

Income tax expense8(6,591)(6,804)

Profit from continuing operations15,82920,295

Discontinued operation

(Loss)/profit from discontinued operation, net of tax4(276)30,254

Profit for the year15,55350,549

Other comprehensive income for the year, net of tax - -

Total comprehensive income for the year15,55350,549

Attributable to:

Shareholders of the Parent 11,75745,234

Non-controlling interest3,7965,315

15,553 50,549

Earnings per share

Basic earnings per share (cents)98.2031.57

Diluted earnings per share (cents)98.1831.46

Earnings per share - continuing operations

Basic earnings per share98.3910.45

Diluted earnings per share98.3710.42

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the

Financial Statements.

Consolidated statement

of comprehensive income

For the year ended 31 March 2024

Annual Report 2024 |
19

NotesShare

capital

$’000

Share

Based

Payment

Reserve

$'000

Retained

earnings

$’000

Non-

controlling

interest

$’000

Total

equity

$’000

Balance as at 1 April 202290,610-66,07114,485171,166

Profit or loss for the year--45,2345,31550,549

Total comprehensive income for the year--45,234 5,31550,549

Distributions to non-controlling interests---(8,859)(8,859)

Impacts of other transactions with non-controlling

interest--(1,167)(344)(1,511)

Dividends to shareholders10--(10,073)-(10,073)

Performance share rights charged to SOCI-733--733

Performance share rights vested21150(150)---

Balance as at 31 March 202390,760 583100,06510,597 202,005

Balance as at 1 April 202390,760 583100,065 10,597202,005

Profit or loss for the year--11,7573,79615,553

Total comprehensive income for the year--11,7573,79615,553

Distributions to non-controlling interests---(3,543)(3,543)

Impacts of other transactions with non-

controlling interest--(52)1,490 1,438

Dividends to shareholders10--(48,895)-(48,895)

Performance share rights charged to SOCI-50--50

Performance share rights vested21183(183)---

Balance as at 31 March 202490,94345062,87512,340166,608

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the

Financial Statements.

Consolidated statement

of changes in equity

For the year ended 31 March 2024

Financials

20
| GREEN CROSS HEALTH

ASSETS

Notes2024

$’000

2023

$’000

Current assets

Cash and cash equivalents23,40258,215

Trade and other receivables1125,54926,496

Inventories30,44531,961

Income taxes refundable11404-

Total current assets79,800116,672

Non-current assets

Other receivables112,6932,421

Property, plant and equipment1218,97919,248

Right-of-use assets1397,08488,798

Intangible assets14165,937155,030

Deferred tax asset1511,97711,691

Equity accounted group investments166,8167,147

Total non-current assets303,486284,335

Total assets383,286401,007

LIABILITIES

Current liabilities

Trade payables and accruals1772,09574,656

Income taxes payable17-1,531

Borrowings182,573 1,903

Lease liabilities1313,09813,025

Total current liabilities87,76691,115

Non-current liabilities

Borrowings1832,37221,634

Lease liabilities1396,54086,253

Total non-current liabilities128,912107,887

Total liabilities216,678199,002

Net assets166,608202,005

EQUITY

Share capital90,94390,760

Share based payment reserve450583

Retained earnings62,875100,065

Total equity attributable to shareholders of the parent154,268191,408

Non-controlling interest12,34010,597

Total equity166,608202,005

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the

Financial Statements.

Consolidated statement

of financial position

As at 31 March 2024

Annual Report 2024 |
21

Notes2024

$’000

2023

$’000

Cash flows from operating activities

Dividends received161,8521,260

Receipts from customers504,862692,836

Interest received900 584

Payments to suppliers and employees(453,638)(639,647)

Income taxes paid(8,019)(9,124)

Net cash inflow from operating activities1945,95745,909

Cash flows from investing activities

Purchases of property, plant, equipment and software intangibles(7,399)(5,714)

Acquisition of interests in equity accounted investments16(323)(2,880)

Acquisition of interests in subsidiary and non-controlling interests(10,178)(15,725)

Disposal of discontinued operation, net of cash disposed of4(276)29,747

Net cash (outflow)/inflow from investing activities(18,176)5,428

Cash flows from financing activities

Proceeds from borrowings41,2202,376

Repayments of borrowings(29,812)(2,873)

Payment of lease liabilities(12,641)(14,734)

Interest expense(2,467)(1,453)

Interest expense - leases(7,725)(6,348)

Distributions to non-controlling interest(3,061)(6,996)

Dividend paid10(48,895)(10,073)

Net cash outflow from financing activities(63,381)(40,101)

Net (decrease)/increase in cash and cash equivalents(35,600)11,236

Cash and cash equivalents at the beginning of the financial year58,21545,154

Cash acquired: business combinations67871,825

Cash and cash equivalents at end of year23,40258,215

Reconciliation of closing cash and cash equivalents to the consolidated statement of

financial position

Cash and cash equivalents23,40258,215

Closing cash and cash equivalents23,40258,215

The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the

Financial Statements.

Consolidated statement

of cash flows

For the year ended 31 March 2024

Financials

22
| GREEN CROSS HEALTH

1.Reporting entity

Green Cross Health Limited (the “Parent” or

the “Company”) is a New Zealand company

registered under the Companies Act 1993 and is

an FMC entity for the purposes of the Financial

Reporting Act 2013 and the Financial Markets

Conduct Act 2013. The Financial Statements

have been prepared in accordance with these

Acts. The Company is listed on the New Zealand

Stock Exchange (“NZX”).

The consolidated financial statements of Green

Cross Health Limited comprise the Parent, its

subsidiaries, and its interest in associates and joint

ventures (together referred to as the “Group”).

2.Basis of preparation of

financial statements

(a) Statement of compliance

The financial statements have been prepared

in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”).

They comply with New Zealand equivalents

to International Financial Reporting Standards

(“NZ IFRS”), and other applicable Financial

Reporting Standards, and authoritative notices

as appropriate for a Tier one for profit entity.

They also comply with International Financial

Reporting Standards.

The financial statements were approved by the

Board of Directors on 29 May 2024.

(b) Basis of measurement

The financial statements of the Group are

prepared under the historical cost basis unless

otherwise noted within the specific accounting

policies below.

(c) Changes in accounting policy

The Group has consistently applied the following

accounting policies to all periods presented in

these consolidated financial statements, except

as mentioned below.

(d) Comparatives

Comparative information for the prior year has

been represented in respect of the disposal of

the Community Health division (refer to Note 4).

(e) Functional and presentation currency

These financial statements are presented in

New Zealand dollars ($), which is the functional

currency of the entities of the Group. All financial

information presented in New Zealand dollars

has been rounded to the nearest thousand.

(f) Significant estimates and judgements

The preparation of financial statements

in conformity with NZ IFRS requires the

Directors to make judgements, estimates

and assumptions that affect the application

of policies and reported amounts of assets,

liabilities, income and expenses. The estimates

and associated assumptions are based on

historical experience and various other factors

that are believed to be reasonable under the

circumstances, the results of which form the

basis for making judgements about carrying

values of some assets and liabilities. Actual

results may differ from these estimates.

In authorising the financial statements for the

year ended 31 March 2024, the Directors have

ensured that the specific accounting policies

necessary for the proper understanding of

the financial statements have been disclosed,

and that all accounting policies adopted are

appropriate for the Group’s circumstances and

have been consistently applied throughout the

year for all Group entities for the purposes of

preparing the consolidated financial statements.

The estimates and underlying assumptions

are reviewed on an ongoing basis. Revisions

to accounting estimates are recognised in

the period in which the estimate is revised if

the revision affects only that period, or in the

period of revision and future periods if the

revision affects both current and future periods.

Information about the significant areas of

judgement exercised or estimation in applying

accounting policies that have had a significant

impact on the amounts recognised in the

Notes to the consolidated

financial statements

For the year ended 31 March 2024

Annual Report 2024 |
23

financial statements are described as follows:

(i) Classification of investments

Classifying investments as either subsidiaries,

associates or joint ventures requires the

Directors to assess the degree of influence

which the Group holds over the invested. In

arriving at a conclusion the Directors take into

account the constitutional structure of the

invested, governance arrangements, current

and future representation on the Board of

Directors, and all other arrangements which

might allow influence over the operating and

financial policies of the invested.

(ii) Impairment of goodwill and indefinite life

intangible assets

The carrying values of goodwill and intangible

assets with an indefinite useful life, are

assessed at least annually to ensure that they

are not impaired. This assessment requires

the Directors to estimate future cash flows

to be generated by cash generating units to

which goodwill and intangible assets with

indefinite useful lives have been allocated.

Estimating future cash flows entails making

judgements including the expected rate of

growth of revenues and expenses, margins

and market shares to be achieved, and the

appropriate rate to apply when discounting

future cash flows. Note 14 of these financial

statements provides more information on the

assumptions the Directors have made in this

area and the carrying values of goodwill and

indefinite life intangible assets. As the outcomes

in the next financial period may be different to

the assumptions made, it is impracticable to

predict the impact that could result in a material

adjustment to the carrying amount.

(iii) Accounting for leases under NZ IFRS 16

In determining the right-of-use assets and lease

liabilities a number of estimates and judgements

have been made by management. These

include determining the applicable incremental

borrowing rates and assessment of the lease

terms, including any rights of renewal and

whether it is reasonably certain they will be

exercised. See Note 13.

(g) Subsidiaries

Subsidiaries are entities that are controlled by

the Group. Control exists when the Group is

exposed to, or has rights to, variable returns

from its involvement in the investee and has the

ability to affect those returns through its power

over the investee. Power arises when the Group

has existing rights to direct the relevant activities

of the investee, i.e. those that significantly affect

the investee’s returns. Control is assessed on a

continuous basis.

The Group consolidates the results of its

subsidiaries from the date that control

commences until the date on which control

ceases. At such point as control ceases, it

derecognises the assets, liabilities and any

related non-controlling interests and other

components of equity. Any interest retained in

the former subsidiary is measured at fair value

when control is lost.

The Group discontinues the use of the equity

method from the date when the investment

ceases to be an associate or a joint venture. At

the date the equity method is discontinued, the

difference between the carrying amount of the

associate or a joint venture and the fair value

of any retained interest and any proceeds from

disposing of a part interest in the associate or a

joint venture is included in the determination of

the gain or loss on disposal of the associate or

joint venture.

The Group’s ownership interests in subsidiaries

ranges from 25% to 100% (2023: 25% to

100%). The Group consolidates 34 out of 49

entities where it holds less than half of the

voting rights. This is on the basis that the

Group’s contractual arrangements with these

entities result in them meeting the definition of

being subsidiaries as set out above.

Financials

24
| GREEN CROSS HEALTH

2.Basis of preparation

of financial statements

(continued)

(h) Non-controlling interests

Non-controlling interests are present ownership

interests and are initially measured at either

fair value or the non-controlling interests’

proportionate share of the acquiree’s identifiable

net assets. The choice of measurement basis

is determined on a transaction-by-transaction

basis. Under the proportionate interest method,

goodwill is not attributed to the non-controlling

interest and the Group recognises only its share

of goodwill whereas under fair value, the non-

controlling interest includes its proportionate

share of goodwill.

Changes in the Group’s interest in a subsidiary

that do not result in a change in the control

conclusion are accounted for as transactions

with equity-holders in their capacity as equity

holders.

While the group has 52 (2023: 48) subsidiaries

with non-controlling interests, there are no

subsidiaries with individually material

non-controlling interest.

(i) Transactions eliminated on consolidation

Intra-group balances, and any unrealised

income and expenses arising from intra-group

transactions, are eliminated in preparing the

consolidated financial statements. Unrealised

gains arising from transactions with equity

accounted investees are eliminated against

the investment to the extent of the Group’s

interest in the investee. Unrealised losses are

eliminated in the same way as unrealised gains,

but only to the extent that there is no evidence of

impairment.

(j) Goods and services tax (GST)

The statement of comprehensive income has

been stated so that all components are exclusive

of GST. All items in the statement of financial

position are stated net of GST with the exception

of receivables and payables, which include GST

invoiced.

(k) Statement of cash flows

The statement of cash flows has been prepared

using the direct method subject to the netting of

certain cash flows.

Cash flows in respect of investments and

borrowings that have been rolled-over under

arranged banking facilities have been netted in

order to provide meaningful disclosures.

Cash and cash equivalents comprise cash

balances and call deposits. Bank overdrafts

that are repayable on demand and form an

integral part of the Group’s cash management

are included as a component of cash and cash

equivalents for the purpose of the statement of

cash flows.

Operating activities include all cash received from

all revenue sources and all cash disbursed for all

expenditure sources including taxation refunds

or payments and other transactions that are not

classified as investing or financing activities.

Investing activities reflect the acquisition and

disposal of property, plant and equipment and

intangibles, loans to associates, and investments

in associates, subsidiaries and joint ventures.

Financing activities reflect changes in borrowings

and equity.

(l) Inventory

Inventories are measured at the lower of cost

and net realisable value. The cost of inventories

is based on a weighted average principle, and

includes expenditure incurred in acquiring the

inventories, production or conversion costs

and other costs incurred in bringing them to

their existing location and condition. Inventory

comprises of pharmacy goods held for sale.

(m) Government grants

Grants that compensate the Group for expenses

incurred are recognised in profit and loss as other

income on a systematic basis in the periods in

which the expenses are recognised.

3.New standards and

interpretations issued and

not yet effective

A number of new standards, amendments to

standards and interpretations are not yet effective

for the year ended 31 March 2024. These have

been assessed for applicability to the Group

and the Directors have concluded that they will

not have a significant impact on future financial

statements, except for amendment to NZ IAS

1 which will require additional disclosures in the

financial statements in respect of covenants.

Annual Report 2024 |
25

2024

$’000

2023

$’000

Discontinued operations

Revenue-197,443

Expenses-(185,096)

Results from operating activities-12,347

Income tax expense-(3,898)

Result from operating activities, net of tax-8,449

(Loss)/gain on sale of discontinued operation(276)21,805

(Loss)/profit from discontinued operation, net of tax(276)30,254

Cash flow

Net cash inflow from operating activities-8,765

Net cash outflow from investing activities-(153)

Net cash outflow from financing activities-(15,490)

Net decrease in cash generated by the discontinued operations-(6,878)

Consideration (paid)/received, satisfied in cash(276)31,971

Cash and cash equivalents disposed of-(2,224)

Net cash flows(276)29,747

Effect of disposal on the financial position of the Group

Cash and cash equivalents-(2,224)

Trade and other receivables-(19,034)

Inventories-(139)

Property, plant and equipment-(423)

Right-of-use assets-(3,679)

Intangible assets-(19,210)

Deferred tax asset-(6,595)

Total assets-(51,304)

Trade payables and accruals-37,537

Lease liabilities-3,809

Income taxes payable-2,119

Total liabilities-43,465

Net assets and liabilities-

(7,839)

4.Discontinued operations

The Community Health division was sold on 28 February 2023 with effect from 1 March 2023 and is

reported in the prior period as a discontinued operation. Financial information relating to the discontinued

operation for the period to the date of disposal is set out below.

The completion process associated with the sale of the Community Health division has concluded and an

adjustment to the sale price of $276,000 has been reflected in the current year result.

Financial performance and cash flow information

The financial performance and cash flow information presented are for the eleven months ended 28

February 2023 (2023 column).

Financials

26
| GREEN CROSS HEALTH

5.Segment reporting

Segment information provided in this note reflects the Group's performance from continuing operations only.

The Community Health business was discontinued last year and has been excluded from the disclosure in this

note. Please see Note 4 Discontinued operations for further information.

The Group has two reportable segments: pharmacy services and medical services. The pharmacy services

segment provides retail and dispensary services, the medical services segment provides GP, nursing and

urgent care services.

The Group’s main operations are in the pharmacy industry providing pharmacy services through consolidated

stores, equity accounted investments and franchise stores. The medical services segment includes fully

owned and equity accounted medical centres, and support services provided to these medical centres, as

well as medical centres outside the Group.

The Board monitors the various revenue streams within each reportable segment separately however, they do

not meet the criteria for separate disclosure due to the following:

•Aggregation of the operating segments within each reportable segment is consistent with the core

principle of NZ IFRS 8, i.e. aggregating will not distort the interpretation of the financial statements for the

users;

•The operating segments within each reportable segment share the same economic characteristics; and

•The nature of the products and services, and the nature of the regulatory environment are the same for the

operating segments.

Operating segments

Information about reportable segments from continuing operations

March 2024NotesPharmacy

Services

$’000

Medical

Services

$’000

Corporate

$’000

Total

$’000

External revenues7.1363,559140,254-503,813

Other income8517-102

Total revenue363,644140,271-503,915

Cost of products sold(214,321)(271)- (214,592)

Employee benefit expense(80,028)(100,784)-(180,812)

Lease expenses(3,598)(722)-(4,320)

Other expenses(33,095)(16,776)(2,485)(52,356)

Depreciation and amortisation(4,299)(1,955)-(6,254)

Depreciation - leases(8,793)(5,476)-(14,269)

Impairment(565)(151)-(716)

Share of equity accounted net earnings377821-1,198

Segment profit19,32214,957(2,485)31,794

Interest income900

Interest expense(2,549)

Interest expense - leases(7,725)

Profit before tax22,420

Tax expense(6,591)

Profit after tax

15,829

Loss from discontinued operation, net of tax(276)

Non-controlling interest(3,796)

Net profit attributable to the shareholders of the Parent

11,757

Reportable segment assets274,352119,693(10,759)383,286

Reportable segment liabilities135,38392,054(10,759)*216,678

* Intersegmental elimination.

Annual Report 2024 |
27

March 2023NotesPharmacy

Services

$’000

Medical

Services

$’000

Corporate

$’000

Total

$’000

External revenues7.1360,030132,541-492,571

Other income*356687-1,043

Total revenue360,386133,228-493,614

Cost of products sold(212,120)(328)- (212,448)

Employee benefit expense(78,435)(95,687)-(174,122)

Lease expenses(2,813)(185)-(2,998)

Other expenses(30,361)(15,477)(2,992)(48,830)

Depreciation and amortisation(5,204)(1,616)-(6,820)

Depreciation - leases(10,302)(4,964)-(15,266)

Impairment(179)50-(129)

Share of equity accounted net earnings143 1,172 -1,315

Segment profit21,11516,193(2,992)34,316

Interest income584

Interest expense(1,453)

Interest expense - leases(6,348)

Profit before tax27,099

Tax expense(6,804)

Profit after tax20,295

Profit from discontinued operation, net of tax30,254

Non-controlling interest(5,315)

Net profit attributable to the shareholders of the Parent 45,234

Reportable segment assets302,011110,074(11,078)401,007

Reportable segment liabilities121,73188,349(11,078)**199,002

* Other income includes:

•Government wage subsidies and resurgence support payments received of $0.4m within Pharmacy Services.

•Gain on step acquisitions, $0.7m within Medical Services.

** Intersegmental elimination.

Financials

28
| GREEN CROSS HEALTH

6.Business combinations

Business combinations during the year include: High Street Health Hub Limited, St Heliers Health Partnership,

Papakura East Medical Centre, Woodham Road Healthcare Limited, Richmond Road Medical Centre Limited and

Onerahi Pharmacy Limited. None of these acquisitions are individually material to the Group's result.

Carrying value

$’000

Fair value

$’000

Identifiable assets acquired and liabilities assumed

Total assets2,2532,253

Total liabilities(1,143)(1,143)

Identifiable net assets1,1101,110

Included in the acquired assets is additional goodwill of $1.4m.

Consideration transferred

Satisfied by:

Cash consideration 10,712

Deferred consideration -

Contingent consideration392

Total consideration11,104

Less cash acquired (included in assets above) (787)

Net consideration 10,317

Goodwill

Goodwill recognised as a result of the acquisitions is as follows:

Total consideration11,104

Identifiable net assets(1,110)

Goodwill9,994

The goodwill is attributable mainly to the various patient databases acquired and the synergies expected to be

achieved. None of the goodwill recognised is expected to be deductible for tax purposes.

The amount of revenue included in the consolidated statement of comprehensive income is $8.3 million with a net

profit after tax of $0.6 million in respect of the entities acquired during the year.

If the acquisitions had occurred on 1 April 2023, management estimates that consolidated operating revenue would

have been $512.4m, and consolidated profit after tax for the year would have been $16.4m for continuing operations.

Annual Report 2024 |
29

7.Operating performance

7.1 Revenue

Revenue from contracts with customers

2024

$’000

2023

$’000

Pharmacy retail and dispensary323,799309,014

Other pharmacy services39,76051,016

Medical services140,254132,541

503,813492,571

Disaggregation of contract revenueReportable segments

Pharmacy

Services

$’000

Medical

Services

$’000

Total

$’000

Year ended 31 March 2024

Timing of revenue recognition

Transferred at a point in time351,86361,804413,667

Transferred over time11,69678,45090,146

363,559140,254503,813

Year ended 31 March 2023

Timing of revenue recognition

Transferred at a point in time344,33859,774 404,112

Transferred over time15,69272,767 88,459

360,030 132,541492,571

Pharmacy retail and dispensing services

Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services. For

all these services control is considered to pass to the customer at the point when the customer can use or otherwise

benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are predominantly by

credit card, debit card or in cash.

The Group operates its own Living Rewards loyalty programme. When a retail sale is made and points are earned,

the resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount

allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under

the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.

Other pharmacy services

These mainly include franchise fees, supplier income and other service revenue. Control for franchise services pass

over time as the services are delivered over the term of the franchise agreement. Payment terms for franchise fees is

generally 20 to 30 days. Supplier income is earned, as promotional services are rendered over a specified time period

by the Group. Payment terms are generally 20 to 30 days.

Medical services

Medical services include capitation and health services and patient fees. Control for capitation and health services

passes over time as the healthcare services are delivered to the patient over a certain time period. Payments terms

are generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when service

has been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.

Financials

30
| GREEN CROSS HEALTH

7.Operating performance (continued)

Contract assets and contract liabilities

Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.

When the customer has been invoiced, any outstanding balances are included in receivables. Contract liabilities

reflect payments received for services that have not yet been provided and the payments will be recognised as

revenue over time.

Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised

over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria

under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.

Contract balances

The following table provides information, about receivables, contract assets and contract liabilities from contracts with

customers:

Significant changes in the contract assets and the contract liabilities during the period are as follows:

As at 31 March 2024, the amount of revenue deferred and recognised as a contract liability for the loyalty programme

is $8.3m (2023: $7.7m). This will be recognised as revenue as the loyalty points are redeemed or expire, which is

expected to occur over the next fifteen months.

31 Mar 2024

$’000

31 Mar 2023

$’000

Trade receivables which are included in trade and other receivables11,00813,692

Contract assets12,51411,457

Contract liabilities(9,021)(8,003)

20242023

Contract

assets

Contract

liabilities

Contract

assets

Contract

liabilities

Revenue recognised that was included in the contract liability

balance at the beginning of the period-8,003-10,786

Transfer from contract assets recognised at the beginning of the

period to receivables11,457-16,124-

Annual Report 2024 |
31

7.2 Operating expenditure2024

$’000

2023

$’000

Cost of products sold 214,592212,448

Employee benefit expense 180,812174,122

Lease expenses4,3202,998

Other expenses51,15547,551

Audit fees347312

Other services provided by auditors288174

Directors’ fees in respect of the Parent company 453437

Directors’ fees in respect of the subsidiary companies254278

Bad debts written off and movement in doubtful debt provision(141)78

452,080438,398

Auditor’s remuneration to KPMG comprises:

Annual audit of financial statements322293

Annual audit of financial statements – prior year2519

347312

Other services provided by auditors:

Taxation services143171

Other services1453

288174

Taxation services relate to compliance and related services, and tax support.

Other services relates to a retail product category review.

8.Income tax expense

Notes2024

$’000

2023

$’000

Current tax expense(6,877)(3,763)

Deferred tax benefit/(expense)15286(3,041)

Total current tax(6,591)(6,804)

Imputation credit account:

Available for use in subsequent periods $19.2m (2023: $34.2m)

Numerical reconciliation between tax expense and pre-tax accounting profit

Profit before tax22,42027,099

Income tax expense at 28%(6,278)(7,588)

(Add)/Deduct the tax effect of adjustments:

Other(313)784

(6,591)(6,804)

Financials

32
| GREEN CROSS HEALTH

8.Income tax expense (continued)

Taxation accounting policy

Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to

an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive

income or equity.

Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for

any under or over accrual in respect of prior periods.

Deferred tax is recognised using the balance sheet approach, allowing for temporary differences between the carrying

amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A deferred

tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the

temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the

extent that it is no longer probable that the related benefit will be realised.

9.Earnings per share

The earnings per share and dividend per share is calculated using the Group’s result divided by the weighted average

number of shares for the listed entity, Green Cross Health Limited.

2024

cents per

share

2023

cents per

share

Basic earnings per share

The calculation of basic earnings per share is based on the profit attributable to

equity holders of the Parent and a weighted average number of ordinary shares

issued during the year of 143,431,640 (2023: 143,284,396).8.2031.57

Diluted earnings per share

The calculation of diluted earnings per share is based on the profit attributable to

equity holders of the Parent and a weighted average number of ordinary shares

issued during the year after adjustment for the effects of all dilutive ordinary shares

of 143,744,827 (2023: 143,801,893).

8.1831.46

Net tangible (liabilities)/assets per share

The calculation of net tangible (liabilities)/assets per share is based on net (liabilities)/

assets less deferred tax and intangible assets (refer Note 14 and Note 15) and the

closing number of ordinary shares at the end of the year.

(7.88)24.63

Net assets per share

The calculation of net assets per share is based on net assets and the closing

number of ordinary shares at the end of the year.

116.13140.98

Annual Report 2024 |
33

2024

$'000

2023

$'000

Earnings per share - continuing operations

Profit from continuing operations15,82920,295

Profit from continuing operations attributable to minority interests

(3,796)(5,315)

Profit from continuing operations attributable to the ordinary equity holders of the

Company used in calculating basic earnings per share

12,03314,980

2024

cents per

share

2023

cents per

share

Basic earnings per share - continuing operations8.39 10.45

Diluted earnings per share - continuing operations8.37 10.42

10. Dividends

2024

cents per

share

2023

cents per

share

Dividends per share34.00 7.00

In December 2023, Green Cross Health Limited paid an interim dividend of 2.5 cents per qualifying ordinary share to

shareholders, which was fully imputed to 28%. (2022: 3.5 cents).

In June 2023, Green Cross Health Limited paid a final dividend of 3.5 cents per qualifying ordinary share to

shareholders, which was fully imputed to 28%. (2022: 3.5 cents).

In April 2023, Green Cross Health Limited paid a special dividend of 28.0 cents per qualifying ordinary share to

shareholders, which was fully imputed to 28% (2022: nil).

11.Trade and other receivables and income taxes refundable

2024

$’000

2023

$’000

Trade receivables11,00813,692

Provision for doubtful debts(1,748)(1,989)

Contract assets12,51411,457

Accrued income8551,309

Other receivables and prepayments2,9202,027

25,54926,496

Other receivable - non-current asset2,6932,421

Income taxes refundable404-

Financials

34
| GREEN CROSS HEALTH

12.Property, plant and equipment

2024

$’000

2023

$’000

Opening cost90,16486,024

Acquisitions through business combinations6441,909

Additions6,4406,049

Disposals(2,600)(3,727)

Assets written off(3,844)(91)

Closing cost90,80490,164

Opening accumulated depreciation71,17766,485

Acquisitions through business combinations2421,454

Depreciation for the period6,1816,568

Disposals(2,225)(3,294)

Assets written off(3,431)(36)

Closing accumulated depreciation71,94471,177

Closing book value18,86018,987

Work in progress119261

Total property, plant and equipment18,97919,248

Property, plant and equipment accounting policy

Property, plant & equipment owned by the Group consists primarily of leasehold improvements and is stated at cost

less accumulated depreciation and any impairment losses. Property, plant & equipment acquired in stages is not

depreciated until the asset is ready for its intended use.

Depreciation is provided on a straight-line basis on all property, plant & equipment components to allocate the cost of

the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the lease if

shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.

Current estimated useful lives of property, plant and equipment are between two and twelve years.

Subsequent expenditure is capitalised only if it is probable that future economic benefit associated with the

expenditure will flow to the Group. All other costs are recognised in the profit and loss as expenditure when incurred.

Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the asset

is disposed of.

13.Leases

As a lessee

The Group’s leased assets include property leases for pharmacies, medical centres and support office. The lease

terms of these leases typically range from 2 to 30 years (inclusive of any renewal options). Some leases provide for

additional rent payments that are based on changes in CPI or market rental rates. The Group also leases motor

vehicles and equipment, which typically run for a period of 3 to 5 years.

As a lessee, the Group recognises right-of-use assets and lease liabilities for the majority of its leases – i.e. these

leases are on-balance sheet.

Annual Report 2024 |
35

The carrying amounts of right-of-use assets and lease liabilities are as below:

Right-of-use assetsProperty

$’000

Motor Vehicles

$’000

Equipment

$’000

Total

$’000

2024

Balance as at 1 April 202387,61734883388,798

Balance as at 31 March 202495,5832171,28497,084

Depreciation13,39813074114,269

2023

Balance as at 1 April 202280,2992,6061,14084,045

Balance as at 31 March 202387,617348833 88,798

Depreciation14,38113075515,266

Additions to property of $16.4m (2023: $15.3m) and remeasurements of $5.0m (2023: $8.0m) have been made to

right-of-use assets during the current year.

Low value leases of $4.3m (2023: $3.6m) have been expensed (under lease exemption).

Lease liabilitiesProperty

$’000

Motor Vehicles

$’000

Equipment

$’000

Total

$’000

2024

Balance at 1 April 202397,98337691999,278

Current liability12,31212159213,025

Non-current liability85,67125532786,253

Balance as at 31 March 2024108,0242551,359109,638

Current liability12,27013968913,098

Non-current liability95,75411667096,540

2023

Balance at 1 April 202289,6102,6211,17693,407

Current liability13,06057066114,291

Non-current liability76,5502,05151579,116

Balance as at 31 March 202397,98337691999,278

Current liability12,31212159213,025

Non-current liability85,67125532786,253

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use

asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment

losses and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily

determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the

discount rate.

Financials

36
| GREEN CROSS HEALTH

13.Leases (continued)

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease

payment made. It is re-measured when there is:

•A change in future lease payments arising from a change in an index or rate; or

•A change in the estimate of the amount expected to be payable under a residual value guarantee; or

•Changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a

termination option is reasonably certain not to be exercised; or

•Any other change in the future lease payments or the lease term due to a lease modification that’s not

accounted for as a separate lease.

The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that

include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impact

the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.

Maturity analysis of contractual undiscounted cash flows2024

$’000

2023

$’000

Less than one year19,81417,972

Two to five years62,08753,803

More than five years88,75970,130

170,660141,905

As a lessor

The Group sub-leases some of its properties. Income in relation to these subleases is $1.7m (2023: $1.6m). The

right-of-use assets recognised from the head leases are measured at cost. The sub-lease contracts are classified as

operating leases under NZ IFRS 16.

Maturity analysis of contractual undiscounted cash flows2024

$’000

2023

$’000

Less than one year9831,280

Two to five years1,4052,267

More than five years262382

2,6503,929

Annual Report 2024 |
37

14.Intangible assets

Notes2024

$’000

2023

$’000

Other intangible assets

Opening costs11,96615,608

Acquisitions through business combinations611

Additions59243

Disposals(171)(2,826)

Asset impairment (1,090)(1,070)

Closing cost10,77011,966

Opening accumulated amortisation9,45212,636

Acquisitions through business combinations19

Amortisation for the period73519

Disposals(8)(2,669)

Asset impairment(1,078)(1,043)

Closing accumulated amortisation8,4409,452

Closing book value2,3302,514

Goodwill

Opening costs152,516156,834

Other acquired goodwill61,388647

Additions6 9,99414,197

Disposals

(291)(19,162)

Closing cost163,607152,516

Total intangible assets165,937155,030

Intangible assets accounting policy

Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment

losses with the exception of goodwill (see below).

Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.

Other intangible assets represent franchisee store rebranding costs and have an indefinite life.

Subsequent expenditure is capitalised if future economic benefit will flow to the Group and the requirements of the

standard are met. All other costs are recognised in the profit and loss as expenditure when incurred.

Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which

the intangible asset is disposed of.

Intangible assets disclosed in the financial statements relate to trademarks and other indefinite life intangible assets.

Indefinite life intangible assets are tested annually for impairment.

Financials

38
| GREEN CROSS HEALTH

14.Intangible assets (continued)

Goodwill accounting policy

Goodwill arises on the acquisition of businesses. Goodwill represents the excess of the purchase consideration over

the fair value of the net identifiable tangible and intangible assets at the time of acquisition.

Goodwill is allocated to the relevant cash generating units (CGU) expected to benefit from the acquisition and tested

for impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.

The value of each CGU is determined by its value in use. If the recoverable amount is less than the carrying amount

of the CGU then an impairment loss is recognised in profit and loss and the carrying amount of the asset is written

down.

The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any

gain or loss on disposal.

Impairment testing

Discounted cash flow (DCF) models have been based on three-year forecast cash flow projections. The budget for

the year-ending 31 March 2025 is the basis for the first year's projections and projections for subsequent periods

have been based on this plus growth. Terminal cash flows are projected to grow in line with the New Zealand

long-term inflation rate.

The discount rate was a post-tax measure (discount rate pre-tax 10.12%) based on the rate of 10-year government

bonds issued by the government in the relevant market and in the same currency as the cash flows, adjusted for a

risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the specific

CGU.

Impairment test assumptions 2024Pharmacy

Services

Medical

Services

Discount rate – post tax9.69%9.69%

Terminal growth rate3.50%3.50%

Carrying amount of goodwill allocated to the unit ($'000)86,63776,970

Carrying value of other intangible assets with indefinite useful lives ($'000)2,048-

Impairment test assumptions 2023Pharmacy

Services

Medical

Services

Discount rate – post tax9.53%9.53%

Terminal growth rate3.50%3.50%

Carrying amount of goodwill allocated to the unit ($'000)85,657 66,859

Carrying value of other intangible assets with indefinite useful lives ($'000)2,048 -

For the purpose of impairment testing, goodwill is allocated to the Group's operating divisions which represent the

lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill is

allocated across all operations within a division that have similar economic characteristics and collectively benefit from

acquisitions that increase the Group's portfolio.

Sensitivities

No impairment was identified for Pharmacy Services and Medical Services as a result of this review, nor under any

reasonable possible change, in any of the key assumptions described above.

Annual Report 2024 |
39

15.Deferred tax asset

The movement in deferred tax asset and liability during the year is made up of the following:

Opening

$’000

Net additions

$’000

Recognised in

profit and loss

$’000

Closing

$’000

Group – 2024

Property, plant and equipment3,037-(111)2,926

Provisions and accruals2,941-1863,127

Tax losses2,779-(238)2,541

Right-of-use assets(24,863)(6,303)3,982(27,184)

Lease liabilities27,7976,303(3,533)30,567

11,691-28611,977

Group – 2023

Property, plant and equipment2,809 -2283,037

Provisions and accruals9,285-(6,344)2,941

Tax losses17-2,7622,779

Right-of-use assets(23,533)(6,635)5,305(24,863)

Lease liabilities26,1546,635(4,992)27,797

14,732-3,04111,691

16.Equity accounted group investments

Notes2024

$’000

2023

$’000

The movement in equity accounted investments comprises:

Opening carrying amount7,1474,720

Investment in associates and joint ventures3232,880

Disposal of associates and joint ventures-(508)

Share of net earnings1,1981,315

Dividends23(1,852)(1,260)

6,8167,147

There are no individually material associates or joint ventures.

Amount of goodwill within the carrying amount of equity accounted group investments:

Opening carrying amount1,3661,987

Disposal of associates and joint ventures-(621)

Closing carrying amount1,3661,366

Financials

40
| GREEN CROSS HEALTH

16.Equity accounted group investments (continued)

Summary associate and joint venture financial information

The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:

Assets

$’000

Liabilities

$’000

Revenue

$’000

Net profit

after tax

$’000

As at and for the year ended 31 March 202412,7495,46344,3223,169

As at and for the year ended 31 March 202319,6765,29637,2734,950

Investments in associates and joint ventures accounting policy

An associate is an investee over which the Group has significant influence, which is the power to participate in the

financial and operating policy decisions of the investee but not to control or jointly control those policies.

A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the

net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which

only exists when decision about the relevant activities require the unanimous consent of the parties sharing control.

The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements

of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group

financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other

comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate

or joint venture investment is included in the carrying amount of the investment net of dividends received. Where

the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint

venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to

continue doing so. The equity method is discontinued where the Group ceases to exert significant influence or

joint control over the investee.

Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group.

Where a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies

of the Group, the most significant of these being the recognition of deferred tax.

Annual Report 2024 |
41

17.Trade and other payables and income taxes payable

Payables and accruals2024

$’000

2023

$’000

Trade payables32,42929,271

Payable to non-controlling interest4,5185,283

Contract liabilities9,0218,003

Accrued expenses16,52022,549

Employee entitlements9,6079,550

72,09574,656

Income taxes payable-1,531

Employee entitlements accounting policy

Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised

as a liability when benefits are earned by employees but not paid at the reporting date.

18.Borrowings

2024

$’000

2023

$’000

Current2,5731,903

Non-current32,37221,634

34,94523,537

The Group re-financed its debt facilities during the year, with the Group's primary lenders now being BNZ and Bank

of China (the lenders).

The Group's interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin.

The current interest rate is between 6.59% and 9.72% (2023: 6.50% - 8.49%). A 0.5% increase/decrease in the

effective interest rate would result in a decrease/increase in after tax profit and equity of $126,000.

Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of the lenders

covering all loans held by the Parent and subsidiary companies. Loans provided by BNZ to partnership subsidiaries

are covered by a General Security Agreement over the individual business assets.

At balance date, the Group has undrawn banking facilities of $32.5m (2023: $40.2m). The debt facilities held with

both BNZ and Bank of China mature in December 2027.

Borrowings and advances accounting policy

Borrowings are initially recognised at fair value, including directly attributable transaction costs. Subsequent to initial

recognition, borrowings are measured at amortised cost using the effective interest method.

Financials

42
| GREEN CROSS HEALTH

19. Operating cash flow reconciliation

2024

$’000

2023*

$’000

Profit for the year15,55350,549

Add/(deduct) non-cash items:

Depreciation, amortisation and impairment21,23922,215

Other non-cash items1,2881,434

Add/(deduct) changes in working capital:

Receivables and accruals movement6751,779

Inventory 1,51665

Payables and accruals movements(2,561)(11,965)

Provision for tax movement(2,221)(4,164)

Add/(deduct) items classified as cash flows from financing activities:

Loss/(gain) on disposal of Community Health division276(21,805)

Interest expense2,4671,453

Interest expense - leases 7,7256,348

Net cash inflow from operating activities45,95745,909

20.Shares on issue

2024

’000

2023

’000

Shares authorised and on issue

Opening number of shares143,285 143,153

Shares issued – fully paid177 132

Shares issued – partly paid- -

Shares cancelled – partly paid--

143,462 143,285

Shares held as treasury stock--

Performance share rights367517

143,829143,802

All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.

Share capital

Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised

as a deduction from equity.

* Comparative information includes re-presentations for consistency with the current period.

Annual Report 2024 |
43

21.Share-based payments

Performance Share Rights

Performance Share Rights (PSRs) were offered to some senior executives, commencing 1 April 2019. Under the

scheme PSRs are issued to participants which give them the rights to receive ordinary shares in the Company after a

three year period, subject to certain vesting and other conditions being met. The fair value is measured at grant date

and amortised over the vesting period. The vesting of the PSRs is subject to the Company achieving performance

hurdles relating to the growth of its earnings per share over a three year measurement period. There is no exercise

price for these performance rights and there is no right to dividends during the vesting periods.

Vesting is contingent upon audited financial statements, therefore PSRs which meet the vesting criteria will vest in the

financial year following the end of the PSR period.

The shares granted during the current financial period have a fair value of $200,000 (2023: $220,000) which is

calculated using the weighted average price of shares through the NZX over the one month period prior to the date of

the Company's results announcement for the financial year ended 31 March 2023 (2023: 31 March 2022).

The total expense recognised in the year to 31 March 2024 in relation to the PSRs was $100,000 (2023: $194,000).

176,693 PSRs were vested during the year.

PSRs granted are summarised as below:

Grant DatePSR PeriodPSRs grantedPSRs vestedPSRs forfeitedPSRs end of

period

23/10/202001/04/2019 - 31/03/2022131,637(131,637)--

23/10/202001/04/2020 - 31/03/2023176,693(176,693)--

28/06/202101/04/2021 - 31/03/2024 188,679-(47,170)141,509

27/06/202201/04/2022 - 31/03/2025 167,338-

(53,244)

114,094

26/06/202301/04/2023 - 31/03/2026148,677-(37,169)111,508

Total 813,024(308,330)(137,583)367,111

22.Financial instruments

The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and

cash equivalents, borrowings, trade and other receivables and trade and other payables.

Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at

their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions

of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the

financial assets expire or if the Group transfers the financial asset to another party without retaining control or

substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified

in the contract expire or are discharged or cancelled.

Financial assets and financial liabilities are recognised at amortised cost.

Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that

arise in the normal course of operations.

Credit risk

The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented

by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to

any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.

The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal

trade terms (unsecured, to a maximum of 45 days). At any one time, the Group generally has amounts owed to and

amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct

debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly

monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the

ultimate parent financial institution) used by the Group.

Financials

44
| GREEN CROSS HEALTH

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity

requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities

to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls.

The following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash flow

basis:

Carrying

value

$’000

Contractual

cash flows

$’000

Less than

one year

$’000

Between one

year and

two years

$’000

Between two

years and

five years

$’000

2024

Borrowings34,94539,9332,7273,48033,726

Trade and other payables53,46753,46753,467--

Total non-derivative liabilities88,41293,40056,1943,48033,726

2023

Borrowings23,537 25,262 1,9513,34319,968

Trade and other payables57,103 57,10357,103- -

Total non-derivative liabilities80,64082,36559,0543,34319,968

Market Risk

Refer to note 18 for details of the interest rates for the Group loans and borrowings, which are the most significant

financial instruments.

Capital management

The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed

capital requirements.

The allocation of capital between its specific business segments’ operations and activities is, to a large extent,

driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific

business segment operations and activities is undertaken independently of those responsible for the operation.

22.Financial instruments (continued)

The status of trade receivables at reporting date is as follows:

Trade receivables and contract

assets

Gross receivable

2024

$’000

Impairment

2024

$’000

Gross receivable

2023

$’000

Impairment

2023

$’000

Not past due24,994-25,248-

Past due 0 - 30 days1,329-538 -

Past due 31-120 days1,919-3,131 -

Past due more than 120 days1,748(1,748)1,989(1,989)

Total 29,990(1,748)30,906 (1,989)

The Group's exposure to credit risk for trade receivables, which includes contract assets with the government

is influenced mainly by the individual characteristics of each customer. The creditworthiness of a customer or

counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external

credit ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative

factors include transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow and

profitability.

The Group's cash balances is held with a number of banks with the level of exposure to credit risk considered

minimal with low levels of cash held.

Annual Report 2024 |
45

Financials

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of

Directors.

The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,

cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2024

and 31 March 2023. The assessment of fair value relating to borrowings was determined by reference to observable

market data (level 2).

23.Related parties

The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The

Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items

such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.

The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting

services, based on agreed terms, for some of the stores and medical centres.

The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the

return on investment/profit sharing arrangements relating to these investments.

Related party transactions for the group

Transaction valueBalance outstanding

2024

$’000

2023

$’000

2024

$’000

2023

$’000

Franchise fees and on-charged costs to equity accounted

investments524953

Management service charges and on charged costs to equity

accounted investments1,10835324858

Dividend income1,8521,260--

Receivable from other related parties--3,2202,544

Key management personnel remuneration

The Group provides compensation to key management personnel which comprises the Directors, the Group CEO

and the CFO (prior year included some executive officers). Key management compensation comprised:

2024

$’000

2023

$’000

Remuneration and Directors fees1,5592,224

Short term employee benefits73393

Long term incentives (Note 21)100194

1,7322,811

24.Subsequent events

On 29 May 2024, Green Cross Health Limited declared a final dividend of 2.0 cents per qualifying ordinary share

amounting to $2.9m, which will be fully imputed at 28%. The dividend record date is 7 June 2024 and payment will

occur on 21 June 2024.

No adjustment is required to these consolidated financial statements in respect of these events.

46
| GREEN CROSS HEALTH

Annual Report 2024 |
47

Governance

Group entities 48

Board of Directors 52

Corporate governance 55

Climate-related disclosures 64

Other annual report disclosures70

Shareholder information75

Company directory77

48
| GREEN CROSS HEALTH

Group entities

For the year ended 31 March 2024

The current Green Cross Health Limited group structure comprises 159 companies.

The group entities are as follows:

Legal ParentHolding %Activity

Green Cross Health LimitedFranchisor and Investment

Controlled entities

280 Queen Street (2005) Limited43.9Pharmacy

Albany Pharmacy Limited49.0Non-trading

Alexandra Pharmacy (2013) Limited48.5Pharmacy

Amcal Chemists (N.Z.) Limited100.0Non-trading

Apollo Medical Limited100.0Medical Centre

Apollo Pharmacy (2014) Limited49.6Pharmacy

Bay of Plenty Pharmacies Limited100.0Non-trading

Bayfair Pharmacy (2010) Limited48.8Pharmacy

Bayfair Pharmacy Limited100.0Non-trading

Baymed Group (2013) Limited100.0Medical Centre

Birkenhead Pharmacy (2011) Limited48.5Pharmacy

Botany Downs Pharmacy Limited25.0Pharmacy

Browns Bay Pharmacy (2018) Limited48.5Pharmacy

Cambridge Pharmacies 2020 Limited49.0Pharmacy

Care Chemist Limited100.0Non-trading

Care Chemist Pakuranga (2008) Limited49.0Pharmacy

Centre City Pharmacy (2004) Limited46.4Pharmacy

Chemist Express Limited49.0Pharmacy

Christchurch Pharmacy (2015) Limited49.0Pharmacy

Coastlands Pharmacy (2018) Limited100.0Non-trading

Darfield Medical Centre Limited45.0Medical Centre

Davies Corner Pharmacy Limited25.0Pharmacy

Discovery Pharmacy (2016) Limited49.0Pharmacy

Dispensaryfirst Limited 100.0Non-trading

Drury Surgery Limited100.0Medical Centre

Endeavour Pharmacy (2016) Limited49.0Pharmacy

Fairfield Medical Limited70.0Medical Centre

Fred Thomas Pharmacy (2015) Limited49.0Pharmacy

Gain Health Centre Limited50.0Medical Centre

Glenfield Mall Pharmacy Limited48.5Pharmacy

Green Cross Health Direct Limited100.0Non-trading

Green Cross Health Distribution Limited100.0Non-trading

Green Cross Health Investments Limited100.0Non-trading

Green Cross Health Medical Limited100.0Investment

Green Cross Health Medical Solutions Limited100.0Services to medical centres

Green Cross Health Primary Limited100.0Medical Centre

Green Cross Health Workplace Limited100.0Health Services

Guthries Pharmacy Limited49.0Pharmacy

Harbour City Pharmacy (2011) Limited48.7Pharmacy

Annual Report 2024 |
49

Governance

Controlled entitiesHolding %Activity

Hastings Pharmacy (2013) Limited49.5Pharmacy

Hawkes Bay Pharmacies Limited49.0Pharmacy

Helensville Pharmacy (2008) Limited48.5Pharmacy

High Street Health Hub Limited100.0Medical Centre

Highland Park Pharmacy (2009) Limited48.5Pharmacy

Hurstmere Pharmacy (2008) Limited49.0Pharmacy

Hutt Valley Pharmacies 2014 Limited48.5Pharmacy

J-Mall Pharmacy Limited49.0Pharmacy

Karori Pharmacies (2020) Limited49.6Pharmacy

Knox Pharmacy 2010 Limited48.5Pharmacy

Lake Taupo Pharmacy (2008) Limited48.5Pharmacy

Levin Pharmacy (2005) Limited100.0Non-trading

Levin Pharmacy (2021) Limited49.0Pharmacy

Life Pharmacy Albany Limited49.0Pharmacy

Life Pharmacy Centre Place (2009) Limited100.0Non-trading

Life Pharmacy Limited100.0Non-trading

Life Pharmacy Sylvia Park Limited49.0Pharmacy

Life Pharmacy Trustee Company Limited100.0Non-trading

Life Pharmacy Wall Street Dunedin Limited49.1Pharmacy

Manawatu Pharmacies Limited49.0Pharmacy

Manners Pharmacy (2016) Limited49.0Non-trading

Manukau Pharmacy (2011) Limited49.1Pharmacy

Marshland Family Health Centre Limited 100.0Medical Centre

Medplus Lake Road Limited100.0Medical Centre

Moorhouse Pharmacy 2003 Limited25.0Pharmacy

Motueka Medical (2013) Limited100.0Medical Centre

Napier X Ray Limited44.0Medical Centre

Neptune Pharmacy (2017) Limited49.0Pharmacy

New Lynn Pharmacy (2015) Limited48.8Pharmacy

New Plymouth Pharmacy (2015) Limited49.1Pharmacy

Northlands Pharmacy (2003) Limited49.6Pharmacy

Onehunga Medical 2012 Limited100.0Medical Centre

Onehunga Medical Pharmacy (2022) Limited49.6Pharmacy

Onerahi Pharmacy Limited49.0Pharmacy

Palms Pharmacy (2013) Limited49.0Pharmacy

Parklands Pharmacy (2015) Limited49.0Pharmacy

Peak Primary Limited100.0Non-trading

Pharmacy 277 Limited49.1Pharmacy

Pharmacy B102 Limited48.5Pharmacy

Pharmacy G101 Limited49.0Pharmacy

Pharmacy J104 Limited100.0Non-trading

50
| GREEN CROSS HEALTH

Controlled entitiesHolding %Activity

Pharmacy K103 Limited49.0Pharmacy

Pharmacy L105 Limited100.0Non-trading

Pharmacy Management Limited100.0Investment

Pharmacy N106 Limited49.0Pharmacy

Pharmacy Store Holdings Limited100.0Investment

Pharmacybrands Limited100.0Non-trading

Pharmacybrands On-line Limited100.0Non-trading

Plimmer Steps Pharmacy (2018) Limited49.0Pharmacy

Queen Street Pharmacy (2015) Limited49.0Non-trading

Radius Medical Limited100.0Non-trading

Radius Medical Solutions Limited100.0Non-trading

Radius Medical Whakatane Properties Limited100.0Non-trading

Radius Pharmacy Greenmeadows Limited49.0Pharmacy

Radius Pharmacy Limited100.0Franchisor and Investment

Radius Pharmacy Napier Limited48.8Pharmacy

Radius Pharmacy Riccarton Limited49.5Pharmacy

Radius Pharmacy Te Rapa Limited48.8Pharmacy

Radius Pharmacy Upper Hutt Limited49.5Pharmacy

Radius Pharmacy Waikanae Limited48.5Pharmacy

Radius Pharmacy Wanganui Limited49.1Pharmacy

Radius Ti Rakau Limited100.0Medical Centre

Riccarton Mall Pharmacy 2000 Limited49.0Pharmacy

Richmond Health Centre Limited100.0Medical Centre

Richmond Road Medical Centre Limited100.0Medical Centre

Royal Oak Post Shop Limited37.7Non-trading

RPG Medicine Management Limited49.0Pharmacy

Russell Street Pharmacy Hastings (2015) Limited48.5Pharmacy

Shirley Pharmacy Limited100.0Non-trading

Shore City Pharmacy (2010) Limited48.5Pharmacy

Shore City Pharmacy Limited100.0Non-trading

Silverstream Health Centre Limited100.0Medical Centre

Smart Pharmacy Limited100.0Non-trading

St Heliers Health Centre Limited75.0Medical Centre

St James Pharmacy (2015) Limited100.0Non-trading

St Lukes Pharmacy Holdings Limited49.0Pharmacy

Stokes Valley Pharmacy (2009) Limited48.5Pharmacy

The Doctors (Coastcare) Limited100.0Medical Centre

The Doctors (DFM) Limited 100.0Non-trading

The Doctors (Hastings) Limited71.2Medical Centre

The Doctors (Huapai) Limited100.0Non-trading

The Doctors (Marton) Limited100.0Non-trading

The Doctors (Massey Medical) Limited100.0Medical Centre

The Doctors (Napier) Limited44.0Medical Centre

Group entities

(continued)

Annual Report 2024 |
51

Governance

Controlled entitiesHolding %Activity

The Doctors (New Lynn) Limited53.7Medical Centre

The Doctors (Whangaparaoa) Limited100.0Medical Centre

The Doctors Papakura Limited (previously known as The Doctors (T) Limited)100.0Medical Centre

The Doctors Whakatipu Limited75.0Medical Centre

Total Health Doctors Limited100.0Medical Centre

Tower Junction Pharmacy Limited48.5Pharmacy

Trident Pharmacy (2017) Limited49.0Pharmacy

Unichem Chemists (N.Z) Limited100.0Non-trading

Upper Hutt Health Centre Pharmacy Limited25.0Pharmacy

Upper Riccarton Pharmacy Limited100.0Non-trading

Waihi Medical Centre Limited100.0Medical Centre

Waimauku Doctors Limited100.0Medical Centre

Waiuku Medical Pharmacy (2010) Limited48.5Pharmacy

Waiuku Pharmacy (2005) Limited100.0Non-trading

Waiuku Pharmacy (2016) Limited48.5Pharmacy

Walls & Roche Royal Oak Pharmacy Limited37.7Pharmacy

Wellington Pharmacy (2016) Limited49.0Pharmacy

West City Pharmacy (2010) Limited48.5Pharmacy

Whakatane Pharmacies 2021 Limited49.4Pharmacy

Willis Street Pharmacy Limited25.0Pharmacy

Woodham Road Healthcare Limited100.0Medical Centre

Joint venture entities

Pharmacies Instore Limited 50.0%Non-trading

Associate entities

Accident & Medical Centre Quaymed Limited22.3 Medical Centre

Albany Family Medical Centre Limited50.0 Medical Centre

Aramoho Health Centre Limited30.9Medical Centre

Bester McKay Family Doctors Limited25.0Medical Centre

Huapai Pharmacy (2017) Limited25.1 Pharmacy

Mount Wellington Family Health Centre Limited33.3Medical Centre

Pilldrop Software Limited25.0 Pharmacy

Plimmerton Medical Centre Limited25.0 Medical Centre

Te Puna Manawa O Tarawera (GP) Limited25.0Medical Centre

Team Medical at Kapiti Limited48.8 Medical Centre

The Doctors (Green Lane) Limited30.0 Medical Centre

The Doctors (Mangere) Limited33.9Medical Centre

Vercoe Brown & Associates Limited50.0Medical Centre

Investments

Unichem Export Limited 1.0Wholesale

52
| GREEN CROSS HEALTH

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.

John Bolland, Non-Executive Director

John Bolland has more than 25 years’ experience in private equity, senior management and corporate finance.

This includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance and

Audit & Business Advisory. John holds a Bachelor of Commerce from the University of Auckland and is a Member

of Chartered Accountants Australia & New Zealand and a Harvard Allumni. John is also a Director of PowerShield

Limited, Steelmasters Auckland Limited and Stellar Library GP Limited.

John was appointed as a Non-Executive Director of the Company in August 2009.

Craig Brockliss, Non-Executive Director

Craig Brockliss is currently CEO of the Wilton Capital Group of companies and has more than 20 years’ experience in

business, property and private equity investing. Wilton has significant investment interests in New Zealand, the United

States and in the United Kingdom.

Wilton Capital has its origins in the pharmaceutical logistics markets in New Zealand and Australia before diversifying

into other investments in 2001. Wilton is currently the third largest shareholder in Green Cross Health.

Craig holds a Bachelor of Commerce and a Bachelor of Laws from the University of Auckland and worked for Ernst

and Young prior to joining the Wilton Group in 2001.

Craig was appointed as a Non-Executive Director of the Company in April 2022.

Board of Directors

As at 31 March 2024

Annual Report 2024 |
53

Governance

Kim Ellis, Chair

During his business career Kim had wide Chief Executive experience and was best known for his 13 years at

the helm of Waste Management NZ Ltd, culminating in the company’s sale in 2006. During his tenure he led 40

acquisitions and built a successful business in Australia.

Earlier roles encompassed a number of market sectors including health, manufacturing, distribution, transport,

property, agriculture and fashion. Since 2006 Kim has been active in governance and is currently Chair of

New Zealand Social Infrastructure Fund Limited and consultant to Enviro NZ. Kim holds first class honours degrees in

Chemical Engineering and Economics.

Kim was appointed as Independent Chair of the Company in December 2019.

Ken Orr, Independent Director

Ken Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies in

Northland and a Director of North Haven Hospice. Ken was a former President of the NZ Pharmacy Guild, which

represents the business interests of community pharmacies. Ken was a forming Director of Manaia PHO and now

serves on the Audit, Risk & Finance Committee of Mahitahi Hauora that leads primary health care in Northland.

Ken joined the Board in September 2009 as an alternate Director and was appointed as an Independent Director of

the Company in March 2012.

Peter Merton, Non-Executive Director

Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New

Zealand and overseas since the early 1980s.

His involvement with the Company goes back to the late 1990s, and he played an active part in the initial industry

consolidation when Amcal and Unichem brands merged to form Pharmacybrands Limited, later renamed Green

Cross Health Limited.

Following the merger of Life Pharmacy Limited (LPL) with Pharmacybrands Limited in 2009 Peter assumed the role

of Chair of the Group, a role he held until December 2019 when he became a Non-Executive Director. He is also a

significant shareholder in the Company through his interest in Cape Healthcare Limited. Peter has previously held the

roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director of EBOS Group Limited.

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.

54
| GREEN CROSS HEALTH

Annual Report 2024 |
55

Corporate governance and the role of the Board of Directors

The Board understands the importance of good corporate governance in maximising the value of the Company.

Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,

including the NZX Corporate Governance Code.

The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework

within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated authority

for the day-to-day operations of Green Cross Health.

NZX corporate governance code

The Company has reviewed the NZX Corporate Governance Code dated 1 April 2023 and is in compliance with the

majority of its recommendations.

Compliance with the Principles of the Code is as follows:

Principle 1: Ethical standards

Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable

for these standards being followed throughout the organisation.

The Company has adopted formal Code of Ethics, Protected Disclosure and Securities Trading Policies, which are

available on the Company’s intranet for employees to access and are included in employee induction.

Further detail on the Code of Ethics and Securities Trading Policy is provided later in this Annual Report.

The Company also has procedures in place to ensure that gifts received by employees and Directors do not result in

inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.

The Company did not make donations to any political party in the year.

Principle 2: Board composition and performance

To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and

perspectives.

Board charters and management responsibility

The Board operates under a written Charter and delegates authority to senior management, including the Group CEO

to run the day-to-day operations of the Company.

Director terms of appointment

The Company has signed written terms of appointment for all Directors. New Directors are provided terms of

appointment as they are appointed. Directors are not required to hold shares in the Company as part of their appointment.

Corporate governance

For the year ended 31 March 2024

Governance

56
| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Principle 2: Board composition and performance (continued)

Diversity policy

The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion of

thought within the Company.

The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose

collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.

The Board is proud of the wide-ranging ethnic, cultural and gender diversity across the Group that reflects the

evolving makeup of New Zealand society. The Company believes that this diversity better enables the Group to meet

the needs of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees and

shareholders.

The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance). At this point,

the Company considers the objectives and measurement processes described within the policy are appropriate.

Disclosure of Board and key management gender diversity is provided later in this Annual Report.

Director, board and committee performance

Directors are expected to understand the Company’s operations and determine the professional development that

they require to undertake their duties. Senior management present to the Board on a regular basis on key matters

affecting the Company, enabling Directors to ask for further information and explanation as required.

The Board, led by the Chair, reviews Board (including Nominations Committee) and Director performance biennially

against the Board Charter in light of the Company’s changing operating conditions and make improvements to Board

processes and meetings when required changes in Board focus are identified. The last review was conducted in

October 2023.

The Committees (other than the Nominations Committee) annually review their performance against the Committee

Charters and report back to the Board.

Chair and CEO

The Company complies with the recommendation that the Chair is not the CEO.

Principle 3: Board committees

The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining

Board responsibility.

Board committees

For the year ended 31 March 2024, the Board had the following Committees:

•Audit and Risk Committee.

•Nominations Committee.

•Remuneration Committee.

•Investment Committee.

These Committees operated under written Charters. Additional information on the role and makeup of these

Committees is provided elsewhere in this Annual Report.

Directors who are not members of Committees are welcome to attend meetings if they wish. The Company complies

with the recommendation that management only attends Committee meetings at the invitation of the Committee.

Charters for all Committees are reviewed annually and are available on the Company’s website

(www.greencrosshealth.co.nz/governance).

Annual Report 2024 |
57

Governance

Takeover protocols

The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a

takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters

arising from the proposal, including:

•Preparing the Company’s response to the proposal.

•Engaging an independent advisor to advise on the merits of the proposal.

•Making a recommendation to shareholders.

Principle 4: Reporting and disclosure

The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of

corporate disclosures.

The Board has a written continuous disclosure policy.

The Company complies with the recommendation that Board and Committee Charters, Code of Ethics and other key

governance documents are available on the Company’s website. The Interim and audited Annual Reports are also

available on the website (www.greencrosshealth.co.nz/investors).

The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that

financial matters are adequately disclosed in the Company’s reporting. Some non-financial disclosures, such as the

Company’s approach to risk management including health and safety, are included within this Annual Report. The

Board considers this level of disclosure appropriate at this time.

The Audit and Risk Committee has delegated authority from the Board to assist the Board with fulfilling its

responsibility in respect of ESG matters. Significant risks resulting from climate change are reported to the Audit and

Risk Committee. These risks are summarised in the Climate-related disclosures that are provided elsewhere in this

Annual Report. Given this is the first year of reporting on climate related risks, the Company will continue to develop

reporting on ESG risks; at this stage the Board considers the level of reporting appropriate.

Principle 5: Remuneration

The remuneration of Directors and Executives should be transparent, fair and reasonable.

The Director fee pool was last approved in 2015 and is currently capped at $500,000. Directors’ fees are informally

benchmarked against market precedents. Retirement benefits and share options are not available for Directors.

Further disclosure of the details of Directors’ fees is included in the Other Annual Report Disclosures published in this

Annual Report.

The Company has a remuneration policy for Directors, Officers and all employees of the Company, which outlines

its remuneration practices. The remuneration policy is available on the Company’s website (www.greencrosshealth.

co.nz/governance).

The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer to Group

CEO Remuneration under Other Annual Report Disclosures for the year.

The Company operates a share-based incentive scheme for certain Senior Managers, which is disclosed further in

Note 21 to the Financial Statements.

Principle 6: Risk management

Directors have a sound understanding of the material risks faced by the issuer and how to manage them. The

Board regularly verifies that the issuer has appropriate processes that identify and manage potential and material

risks.

The Board is responsible for risk management and internal control and has a framework for identifying, assessing,

controlling, monitoring and reporting on the key risks to the Company’s people, assets, reputation and business

objectives.

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| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Principle 6: Risk management (continued)

The Audit and Risk Committee has responsibility for ensuring that the Company’s risk management framework,

policies and procedures are effective and appropriate. The Company maintains a comprehensive risk register and

management reports to the Board regularly on health and safety issues and progress on objectives. Risk reporting

software is used to facilitate reporting by employees, capture risks, and escalate them within the Company as

required. The nature of many of the Company’s activities, including dispensing of drugs, operating retail stores and

providing medical treatment makes managing health and safety risks a significant area of focus within the Group.

The Company is exposed to substantially the same economic, environmental and social risks as similar businesses

operating in the same sectors in New Zealand. These risks include:

•Competitive pressure from traditional and disruptive competitor business models.

•Impacts from wider economic downturn.

•Labour cost escalation through Government policy changes and labour shortages in particular areas.

•Regulatory changes.

•Changes to Government and wider health sector funding models.

Principle 7: Auditors

The Board ensures the quality and independence of the external audit process with the Audit Committee charter

providing a framework for management of the relationship with the external auditor.

The Audit and Risk Committee is tasked with ensuring that the external audit process is independent and of high

quality, including approving any non-audit services provided by the audit firm.

The Committee is also responsible for ensuring that the audit firm or lead audit partner is rotated at least every five

years. The lead audit partner was rotated prior to the 2022 external audit.

The Company does not have an internal audit function but via the Audit and Risk Committee and the Company’s

external audit process, looks to maintain and improve risk management and internal controls.

The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.

Principle 8: Shareholder rights and relations

The Board should respect the rights of shareholders and foster constructive relationships with shareholders that

encourage them to engage with the issuer.

The Company has a website to enable stakeholder access to financial and governance information. Announcements

and Reports are currently available at www.greencrosshealth.co.nz/investors.

Communications from the Company are available electronically through the Company’s share registrar,

Computershare.

The Company fully complies with the following recommendations:

•Shareholders have the right to vote on major decisions.

•One vote per share.

Directors and Officers of the Company attend the Annual Meeting and are available to answer questions from

shareholders. Given the Company’s small shareholding base, the Board considers a physical meeting rather than

virtual or hybrid format to be appropriate.

Annual Report 2024 |
59

Governance

Board composition and structure

As at 31 March 2024, the Company’s Board structure consisted of four Directors associated with the three major

shareholders (who collectively hold 73% of the Company) and three independent Directors, including an independent

Chair.

The non-independent Directors associated with the three major shareholders are John (Andrew) Bagnall, Peter

Merton, John Bolland and Craig Brockliss. As at 31 March 2024, the independent Directors were Kim Ellis, Ken Orr

and Carolyn Steele. While Ken Orr has served on the Board since 2009, the Board has carefully considered the effect

of his tenure on his independence and determined he remains independent. The independent Directors are selected

to ensure that the appropriate skills and experience required are available to the Company.

In response to recommendation 2.8 of the NZX Corporate Governance Code recommending boards have a majority

of independent Directors, and Green Cross Health not being compliant with this recommendation, the Board is

of the view that the existing Board structure appropriately reflects the shareholding structure of the Company and

represents the best interests of all shareholders.

In accordance with NZX Listing Rules, Directors must not hold office (without re-election) past the third annual

meeting following the Director’s appointment or three years, whichever is longer. In addition, a Director appointed by

the Board must not hold office (without re-election) past the next annual meeting following the Director’s appointment.

The Board holds regular scheduled meetings and follows procedures that ensure that all Directors have the necessary

information to participate in an informed discussion on all agenda items and effectively carry out their duties. The

Group CEO, CFO and key senior managers attend appropriate sections of Board meetings.

Board meetings

The following table outlines the number of Board meetings attended by Directors during the course of the 2024

financial year.

DirectorsMeetings heldMeetings attended

John (Andrew) Bagnall95

John Bolland9 8

Craig Brockliss98

Kim Ellis99

Peter Merton 97

Ken Orr99

Carolyn Steele98

Code of ethics

The Company has established a Code of Ethics to govern its conduct. The code addresses ethical issues,

establishes compliance standards and procedures, provides mechanisms to report unethical behaviour and provides

for disciplinary actions. The Code of Ethics policy is available on the Company’s website (www.greencrosshealth.

co.nz/governance).

Shareholder relations

The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders can

access financial and operational information and key corporate governance information about the Company.

The Board will ensure that shareholders are informed of major developments affecting the Company.

Information is available through the Annual Reports and shareholders are able to participate at each Annual Meeting.

Any material information affecting the Company during the intervening period is announced to the financial markets

via the New Zealand Stock Exchange (NZX) and the Company website under the Board’s policy for continuous

disclosure.

60
| GREEN CROSS HEALTH

NZX corporate governance code (continued)

Insider trading guidelines

The Board has issued guidelines to prevent insider trading to all Directors, deemed Directors, officers and other

restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons of

Green Cross Health must formally apply to the CFO for consent to trade the Company’s securities before undertaking

any sales or purchases.

The Board reviews all consents granted at each Board meeting. The Directors, deemed Directors, officers and other

restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within

five days of any trades being settled.

Board committees

For the year ended 31 March 2024, the Board operated four standing committees described as follows. The

Committees (other than the Nominations committee) annually review their performance against written charters and

report to the Board.

Nominations committee

This Committee comprises four non-independent Directors together with three independent Directors, who meet as

required to:

•Advise the Board on Director appointments, giving attention to the mix of skills, experience and other qualities

required.

•Facilitate ongoing Director training and development.

•Facilitate the regular evaluation of the Board, its committees and the Directors.

Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive

remuneration.

The Nominations Committee’s performance is reviewed biennially by the Board against its written charter,

contemporaneously with the Board’s self-review.

The composition of the Nominations Committee was Kim Ellis (Chair), Andrew Bagnall, John Bolland, Craig Brockliss,

Peter Merton, Ken Orr, and Carolyn Steele.

In response to recommendation 3.4 of the NZX Corporate Governance Code recommending the Nominations

Committee have a majority of independent Directors, and Green Cross Health not being compliant with this

recommendation, the Board is of the view that the Nominations Committee appropriately reflects the experience

required to carry out its responsibilities.

Remuneration committee

This Committee comprises one independent Director and two non-independent Directors, who meet as required to:

•Recommend to the Board the appointment and terms of employment of the Group CEO and CFO.

•Review and evaluate the performance of the Group CEO and CFO against KPIs including making remuneration

recommendations to the Board.

•Approve the appointment, and the conditions and terms of employment of the Group CEO’s direct reports

(excluding the CFO).

Annual Report 2024 |
61

Governance

•Review and advise the Board on succession plans for the Group CEO and direct reports.

•Make recommendations to the Board with respect to non-executive and independent Director remuneration.

Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive

remuneration.

The composition of the Remuneration Committee was John Bolland (Chair), Kim Ellis and Peter Merton.

In response to recommendation 3.3 of the NZX Corporate Governance Code recommending the Remuneration

Committee have a majority of independent Directors, and Green Cross Health not being compliant with this

recommendation, the Board is of the view that the Remuneration Committee appropriately reflects the experience

required to carry out its responsibilities.

Audit and Risk committee

The Committee comprises two independent Directors and one non-independent Director. The Audit and Risk

Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.

The Group CEO and the CFO attended as ex-officio members and external auditors by invitation of the Chair. The

Audit and Risk Committee also meet privately with the external auditors, that is, without management in attendance.

All Audit and Risk Committee members are financially literate, with at least one member having a financial

background.

The Committee met four times during the year. Its responsibilities include:

•Reviewing the scope and outcome of the external audit.

•Reviewing the annual and half yearly financial statements prior to approval by the Board.

•Approving the public releases of financial information.

•Assessing the performance of financial management and monitoring of material corporate risk assessments

and internal controls.

•Reporting the proceedings of each meeting to the Board.

•Making recommendations to the Board on the appointment of the external auditors, their independence and

their fees.

•Reviewing non-audit services provided by the external auditor.

•Monitoring of material corporate risk and the internal controls instituted.

•Monitoring of ESG related risks and opportunities.

The composition of the Committee was Carolyn Steele (Chair), John Bolland and Kim Ellis.

DirectorsMeetings heldMeetings attended

John Bolland 44

Kim Ellis44

Carolyn Steele4 4

Investment committee

The Committee comprises three independent Directors and two non-independent Directors. The Investment

Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.

The Group CEO and the CFO attended as ex-officio members. All Investment Committee members are financially

literate.

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| GREEN CROSS HEALTH

NZX corporate governance code (continued)

The Committee met once during the year. Its responsibilities include:

•Reviewing potential acquisition proposals, approving small acquisitions and making recommendations to the

Board for larger acquisitions.

•Reviewing and approving capital expenditure as needed.

The composition of the Committee was Ken Orr (Chair), John Bolland, Kim Ellis, Peter Merton, and Carolyn Steele.

Organisation structure and financial control

The Board has delegated to the Group CEO the management responsibilities of the Company.

The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and

risk profile.

Gender and diversity

The following table set out a quantitative breakdown of the gender balance of the Directors and key management

personnel of the Group as at 31 March 2024:

DirectorsKey management personnel

As at 31 March 2024

Female1 14%2100%

Male6 86%0 0%

Total7 2

As at 31 March 2023

Female1 14%2 50%

Male6 86%2 50%

Total7 4

Annual Report 2024 |
63

64
| GREEN CROSS HEALTH

Climate-related

disclosures

As at 31 March 2024

Statement of compliance

Green Cross Health is a climate-reporting entity under the Financial Markets Conduct Act 2013. The year ended

31 March 2024 is the first reporting period for Green Cross Health under the Aotearoa New Zealand (ANZ) Climate

Standards:

•ANZ Climate Standard 1: Climate-related Disclosures (NZ CS 1)

•ANZ Climate Standard 2: Adoption of ANZ Climate Standards (NZ CS 2)

•ANZ Climate Standard 3: General Requirements for Climate-related Disclosures (NZ CS 3).

Green Cross Health has elected to use the following adoption provisions available in NZ CS 2:

•Adoption Provision 1: Current financial impacts, which provides an exemption from disclosing the current

financial impacts of its physical and transition impacts and an explanation of why quantitative financial impacts

cannot be disclosed.

•Adoption Provision 2: Anticipated financial impacts, which provides an exemption from disclosing the

anticipated financial impacts of climate-related risks and opportunities.

•Adoption Provision 3: Transition planning, which provides an exemption from disclosing the transition plan

aspects of the entity’s strategy including how its business model and strategy might change to address its

climate-related risks and opportunities and the extent to which this impacts internal capital deployment and

funding decision making processes.

•Adoption Provision 4: Scope 3 Greenhouse Gas (GHG) emissions, which provides an exemption from

disclosing scope 3 GHG emissions.

•Adoption Provision 5: Comparatives for Scope 3 GHG emissions, which provides an exemption from

disclosing scope 3 GHG emissions.

•Adoption Provision 6: Comparatives for metrics, which provides an exemption from disclosing comparative

information for each metric disclosed.

•Adoption Provision 7: Analysis of trends, which provides an exemption from disclosing an analysis of the main

trends evident from a comparison of each metric from previous reporting periods to the current reporting

period.

Important notice

These statements contain certain projections and forward-looking statements and opinions which are based on

historical experience, internal business data, external sources and various other factors that Green Cross Health

believes to be reasonable in the circumstances. In particular, these statements contain disclosures that rely on

early and evolving assessments of current and forward-looking information, incomplete and estimated data and

Green Cross Health’s related judgements, opinions and assumptions. Green Cross Health has sought to provide

accurate information, but it cautions reliance being placed on statements that are necessarily subject to significant

risks, uncertainties and/or assumptions. Climate change is an evolving challenge, with high levels of uncertainty

and significant data challenges, particularly over long-term horizons. Green Cross Health gives no representation,

guarantee, warranty or assurance about its future business performance, or that the outcomes expressed or implied

in any forward-looking statement made in this document will occur. Nothing in this report should be interpreted as

capital growth or earnings advice or guidance, or as any other legal, financial, tax or other advice or guidance.

Annual Report 2024 |
65

Governance

Overview

The Board is ultimately responsible for the oversight of climate-related risks and opportunities. The Board’s

responsibilities are set out in the Board Charter (available on the Company’s website) and include:

•ensuring adequate procedures are in place and in use to identify the principal risks of the Company’s business

and that appropriate systems are implemented to manage these risks;

•being actively engaged in directing and approving the strategic planning of the Company;

•reviewing and approving the corporate plan, the operating budget, and reviewing the overall performance

(including ESG) against what has been approved.

The Audit and Risk Committee has delegated authority from the Board to assist the Board with fulfilling its

responsibility in respect of financial reporting, ESG reporting, audit, regulatory conformance and risk management.

The Audit and Risk Committee charter can be found on the Company’s website. The Audit and Risk Committee

meets at least three times a year. After each meeting, the Audit and Risk Committee provides an update to the

Board.

Climate-related metrics are not incorporated into remuneration policies.

Audit and Risk Committee's role

The Audit and Risk Committee is responsible for overseeing the management of climate-related risks as part of its

overall responsibility in assisting the Board with risk management.

The Company has a risk management register and framework which the Audit and Risk Committee oversees and

reviews at least once a year. Outcomes of this review, along with the full risk register, are reported to the Board to

ensure the Board has up to date information regarding all risks, including climate-related risks and opportunities,

when developing and overseeing implementation of the Company’s strategy.

The Audit and Risk Committee is responsible for reviewing metrics and targets suggested by management for

managing climate-related risks and opportunities and recommending appropriate metrics and targets to the Board

for approval. The Audit and Risk Committee is responsible for monitoring progress against climate-related targets and

providing relevant updates to the Board.

The Audit and Risk Committee is authorised by the Board to obtain independent professional advice and to arrange

for the attendance at meetings, at the Company’s expense, of outside parties with relevant experience and expertise

if it considers this necessary. The Audit and Risk Committee has engaged external sustainability expertise to provide

advice and training to the Committee to ensure its members have the required skills and competencies to provide

oversight of climate-related risks and opportunities.

Mangement's role

The Company’s senior management team meets regularly, and represents the various business functions from

Finance, Operations, Clinical, Supply Chain, Merchandising, Procurement, Property, People and Marketing. Climate

risks and opportunities are considered as part of business decisions, and in setting business strategy over the short,

medium, and long term.

Governance

66
| GREEN CROSS HEALTH

Climate-related disclosures (continued)

Mangement's role (continued)

The Group CEO is responsible for managing climate-related strategy, risks and opportunities and recommending

metrics and targets to the Audit and Risk Committee for endorsement to the Board. The CFO is responsible for

managing climate-related reporting and assurance.

The Group CEO and CFO attend all Audit and Risk Committee meetings by standing invitation and report on climate-

related matters at those meetings.

Risk management

The Audit and Risk Committee is responsible for assisting the Board with risk management and has a framework for

identifying, assessing, monitoring and reporting on the key risks.

The Audit and Risk Committee is responsible for ensuring that the Company’s risk management framework, policies

and procedures are effective and appropriate. Management maintains a comprehensive risk register and reports

on this to the Audit and Risk Committee at least once per year. Risks are ranked based on likelihood and severity

of impact to the Company. Climate-related risks are subject to the same level of scrutiny and prioritisation as other

types of financial and non-financial risk.

Climate-related risk features as part of the risk register. To inform the risk register, the Company maintains a separate

climate-related risks and opportunities register detailing multiple scenarios. The framework is based on the National

Climate Change Risk Assessment (NCCRA) which enables a broad range of risks to be systematically compared.

Consideration is given to the short-term (0-3 years), medium-term (3-10 years) and long-term (beyond 10 years)

impacts as part of the review. Currently scopes 1 and 2 are considered in the value chain. The climate-related risks

and opportunities register is reviewed at least annually by Management and is used as an input into the risk register

review with the Audit and Risk Committee.

Strategy

During the year, the Company conducted a climate risk assessment (with support provided by an external climate

specialist) to understand how climate change is currently impacting the business and how it may do so in the future.

The following scenario analysis was undertaken:

1.

A first scenario of a 1.5 ̊C increase in global temperatures by 2100 was assessed, with climate-related

risks and opportunities reviewed;

2.A second scenario of a 2.0 ̊C increase in global temperatures by 2100 was assessed, with climate-

related risks and opportunities reviewed;

3.A third scenario of a 3.0 ̊C increase in global temperatures by 2100 was assessed, with climate-related

risks and opportunities reviewed.

GXH Board

Audit & Risk

Committee

Group CEOCFO

Management Team

Delegated

Authority

ESG Strategy,

Risks &

Opportunities

ESG

Reporting &

Assurance

Annual Report 2024 |
67

These three scenarios were selected as being most relevant to the sectors in which the Company operates and are

in use by a number of other companies, both nationally and internationally. The scenario analysis considers sector-

relevant assumptions underlying emissions reduction pathways over time, including environmental, socioeconomic

and macroeconomic assumptions. Assumptions that are less relevant to the sectors in which the Company operates,

such as carbon sequestration from afforestation and nature-based solutions, are not included in the scenario

analysis.

A description of the three scenarios is summarised in the table below.

Scenario OneScenario TwoScenario Three

AssumptionOrderly scenario

(1.5 ̊C warming)

Disorderly scenario

(2.0 ̊C warming)

Hot house scenario

(3.0 ̊C warming)

Environmental

Extreme rainfall11 days per annum11 days per annum

(with increased storm activity)

>11 days per annum (with

intense storm events)

Extreme heat (>25 ̊C)20+ more extreme heat days20+ more extreme heat days30+ more extreme heat days

Sea level rise0.22 metres0.22 metres0.32 metres

Policy

Carbon price$277 NZD per tonne$369 NZD per tonne$35 NZD per tonne

Social

Population increases16% increase in New Zealand

population, 7% global

population increase

22% increase in New Zealand

population, 16% global

population increase

26% increase in New Zealand

population, 8% global

population increase

Technology

Renewable energy100% renewable energy on

New Zealand grid by 2030

100% renewable energy on

New Zealand grid by 2035

>90% renewable energy on

New Zealand grid by 2030

Source: Thinkstep-anz who has relied on IPCC, NIWA, Stats NZ data, and Retail Sector Scenarios developed by Aotearoa Circle.

In each scenario, all risks and opportunities were assessed using the Company’s risk framework which considers the

likelihood and severity of impact to the Company. The scenario analysis was conducted as a standalone analysis by

Management with support from external specialist Thinkstep-anz. No modelling was undertaken. Oversight of the

process was provided by the Audit and Risk Committee including support to select external expertise to assist with

the analysis, selection of appropriate scenarios and reviewing the outputs of the scenario analysis.

The Company identified physical

1

and transitional

2

risks and opportunities related to climate change which may have

a current or future impact.

These have been categorised into the short-term (0-3 years), medium-term (3-10 years) and long-term (beyond 10

years). During strategic planning and when making decisions regarding capital allocation, the Company considers all

three timeframes.

1

Physical risks and opportunities - relate to physical impacts of climate change. E.g. Higher temperatures, flooding, rising sea levels etc.

2

Transitional risks and opportunities - relate to the process of transitioning away from reliance on fossil fuels and toward a low-carbon economy. E.g.

reputation, regulatory etc.

Governance

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| GREEN CROSS HEALTH

Climate-related disclosures (continued)

Strategy (continued)

Risk /

opportunity

Primary

climate-related

uncertainties

Potential impactTime frame*Scenario likelihood rating

123

Physical Risk

Flooding:

frequency and

magnitude

Relative sea-level

rise, changes in

extremes: high

intensity and

persistence of

rainfall

Temporary site

closures, equipment or

stock damage

S/M/LLowLowLow

Transitional Risk

MarketsAccess to marketsSupply chain disruption

causing shortages

to medicines or retail

products

M/LLowLowLow

FinancialInsuranceChallenges to maintain

insurance coverage

M/LLowLowLow

Physical Opportunity

International

influence

Immigration increaseEasier to attract new

staff leading to lower

personnel costs

with more resources

available

M/LMedMedMed

Climate

seasonality

Higher temperaturesIncrease in tropical

diseases/other medical

conditions lead to

increased demand for

products or services

LLowLowLow

Transitional

Opportunity

Products /

Services

Population growthAdditional demand

for medicines and

products resulting in

increased revenue

LHighHighHigh

The Company plans to progress developing the transition aspects of its strategy over the coming year. For

information on the Company’s current business model and strategy please refer to ‘The Company’ section of this

Annual Report. All capital investment proposals contain analysis of significant risks and opportunities, including any

climate-related risks and opportunities.

Metrics & targets

Metrics

Carbon emissions

3

for Scope 1 and Scope 2 are reported for the financial year ended 31 March 2024. The carbon

emissions have been calculated using ISO 14064-1: 2018 and the Greenhouse Gas Protocol (GHG Protocol) as

guidance (WBCSD/WRI, 2015). Sources used for the Company’s emission calculations are as follows:

*

Time frame defined as S (short-term of 0-3 years), M (medium-term of 3-10 years) and L (long-term of beyond 10 years).

3

Scope 1 - Emissions from Company-owned vehicles, Scope 2 - Electricity of all equity pharmacies, equity medical centres and the Company's

national support office

Annual Report 2024 |
69

•NZ Ministry for the Environment 2023 emission factors;

•UK Department for Energy Security and Net Zero Greenhouse gas reporting: conversion factors 2023;

•New Zealand Energy Certification System (NZECS);

•Eora 2018 economic input output factors.

The Company has reported Scope 1 and 2 GHG emissions from operations owned or controlled by the Company.

The Company’s carbon emissions within the reporting scope largely relate to fuel and electricity usage. In accordance

with NZ CS 1, the GHG emissions in this report are not subject to external assurance.

The Company considers the measures above to be sufficient for measuring and managing climate-related risks and

opportunities and does not use any other industry-based metrics or key performance indicators. The Company

considers all of its of business assets and activities are potentially vulnerable to physical and transitional risks

and opportunities, therefore all were considered in the scenario analysis. Currently, no material asset or capital

deployment is directly linked to climate-related activities. The Company does not use an internal emissions price. No

carbon offsets were purchased in the period. Management remuneration is not linked to climate-related risks and

opportunities.

Targets

Given the year ended 31 March 2024 is the first year climate-related reporting is required, the Company will consider

appropriate targets over the coming financial year in its effort to manage climate-related risks and opportunities.

Carbon emissions by category

500

450

400

350

300

250

200

150

100

50

0

226.9

Scope OneScope Two

478.8

GHG emissions (t CO2e)

FY24 emissions intensity

Scope 1 and 2

(tCO2e per $million revenue)

1.40

Governance

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| GREEN CROSS HEALTH

The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).

The Directors holding office during the year ended 31 March 2024 and the remuneration paid or payable to the Directors

is as follows:

DirectorsTotal Fees

$

John (Andrew) Bagnall35,000

John Bolland*+#67,500

Craig Brockliss60,000

Kim Ellis*+#120,000

Peter Merton+#35,000

Kenneth Orr#65,000

Carolyn Steele*#70,000

Total452,500

Payment allocations

Independent Chair120,000

John (Andrew) Bagnall and Peter Merton35,000

Other Directors60,000

Chair of Audit & Risk Committee7,500

Chair of Investment Committee5,000

Chair of Remuneration Committee5,000

Independent Directors on Audit & Risk Committee and Investment Committee2,500

* Audit & Risk Committee member.

+ Remuneration Committee member.

# Investment Committee member.

Group CEO remuneration

The Group CEO’s package consists of a base salary, a Short Term Incentive (STI) and a Long Term Incentive (LTI).

The STI is calculated as 25% of current base salary and is based on quantitative criteria set annually for each financial

year. The LTI is a maximum of 23% of current base salary and is structured as a performance share rights scheme.

Rights vest based on achievement of an earnings per share target over a three-year period, provided the Group CEO

remains employed on the vesting date.

Other annual report

disclosures

For the year ended 31 March 2024

Annual Report 2024 |
71

Employee remuneration

The number of employees or former employees of the Group, not being Directors of Green Cross Health Limited,

who received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000

for the year ended 31 March 2024 is set out below:

Employee annual remuneration bands20242023

$100,000 - $109,9997888

$110,000 - $119,9994454

$120,000 - $129,9993644

$130,000 - $139,9993741

$140,000 - $149,9992725

$150,000 - $159,9991917

$160,000 - $169,9992824

$170,000 - $179,9991528

$180,000 - $189,9991919

$190,000 - $199,999128

$200,000 - $209,9992010

$210,000 - $219,999108

$220,000 - $229,99988

$230,000 - $239,99979

$240,000 - $249,999104

$250,000 - $259,99937

$260,000 - $269,99959

$270,000 - $279,99996

$280,000 - $289,99944

$290,000 - $299,99912

$300,000 - $309,99930

$310,000 - $319,99912

$320,000 - $329,99924

$340,000 - $349,99931

$400,000 - $409,99922

$430,000 - $439,99902

$450,000 - $459,99910

$460,000 - $469,99901

$510,000 - $519,99910

$540,000 - $549,99901

$1,010,000 - $1,019,99910

$1,040,000 - $1,049,99901

Former employees included in the above bands4397

Governance

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| GREEN CROSS HEALTH

Donations

The Group made donations to the value of $17,302.

Directors’ shareholding and trades

The following table summarises:

(a) the number of shares in the Company held by Directors at 31 March 2024; and

(b)

disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and

dispositions of relevant interests in shares in the Company during the year.

DirectorsHolding

1 Apr 2023

CancelledIssuedNet trades in

the period

Interest

ceased

Holding

31 Mar 2024

J A Bagnall (i)45,935,821---

-

45,935,821

C Brockliss (ii)12,699,087---

-

12,699,087

P M Merton (iii)45,840,983---

-

45,840,983

K A Orr (iv)600,083--(186,018)

-

414,065

C M Steele (v)50,000----50,000

(i)J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully

paid ordinary shares (shares are legally owned by LPL Trustee Limited).

(ii)C Brockliss is a Director of Wilton Asset Management Limited and therefore holds a relevant interest in

11,956,070 fully paid ordinary shares. Beneficial owner of 629,300 fully paid ordinary shares via shares

held on bare trust by Wilton Asset Management Ltd for Oscar Holdings Ltd. Beneficial owner of 113,717

fully paid ordinary shares via ownership in Oscar Holdings Ltd.

(iii)P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%

shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid

ordinary shares owned by Cape Healthcare Limited.

(iv)K A Orr holds a beneficial interest of 414,065 fully paid ordinary shares (shares are legally owned by Orrs

Kaipara Pharmacies Limited and Orrs Pharmacies Limited).

(v)C M Steele has a relevant interest in 50,000 fully paid ordinary shares.

Annual Report 2024 |
73

Governance

Directors’ insurance

Green Cross Health Limited has insured all its Directors against liabilities to other parties that may arise from their

positions as Directors. The insurance does not cover liabilities arising from criminal actions.

General disclosure of interest by Directors

(section 140(2) of the Companies Act 1993)

The Directors of the Company named below have made a general disclosure of interest by a general notice disclosed

to the Board and entered in the Company’s interest register. General notices of interest were given by these Directors

during the financial year ended 31 March 2024:

John (Andrew) Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (Director and

Shareholder), Plan B Limited (Shareholder), Waiaro Investments Limited (Director and Shareholder), Stellar Electronic

Board Reporting System (Director and Shareholder), Powershield Limited (Director), Steelmasters Auckland Limited

(Director), major Shareholder or Director of various unlisted or privately controlled companies.

John Bolland – Segoura Limited (Consultant), Stellar Electronic Board Reporting System (Director), Powershield

Limited (Director), Steelmasters Auckland Limited (Director). Shareholder or Director of various unlisted or privately

controlled companies.

Craig Brockliss - Oscar Holdings Ltd (Director and Shareholder), Wilton Asset Management Limited (Director).

Kim Ellis – NZ Social Infrastructure Fund (Chair) and Envirowaste Services (Consultant).

Peter Merton – Cape Healthcare Limited (Director and Shareholder).

Kenneth Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director and

Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy Limited

(Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka Pharmacy

Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe Pharmacies

Limited (Director and Shareholder), North Haven Hospice (Director).

Carolyn Steele – Halberg Foundation (Chair), WEL Networks Limited (Director), Oriens Capital GP 2 Limited

(Director), Property for Industry (Director) and Vulcan Steel Limited (Director).

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| GREEN CROSS HEALTH

Annual Report 2024 |
75

Shares and shareholding

The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2024 the

Company had on issue 143,461,089 equity securities (as defined by the Financial Markets Conduct Act 2013) being

143,461,089 fully paid ordinary shares.

The 20 largest registered holders of quoted equity securities as at 31 May 2024 were as follows:

NameHolding%

LPL TRUSTEE LIMITED45,935,821 31.99

CAPE HEALTHCARE LIMITED45,840,983 31.92

JBWERE (NZ) NOMINEES LIMITED <NZ RESIDENT A/C>12,879,253 8.97

FNZ CUSTODIANS LIMITED4,856,8713.38

NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT> 2,772,4441.93

CUSTODIAL SERVICES LIMITED <A/C 4>2,564,770 1.79

GANET INVESTMENTS LIMITED1,627,979 1.13

CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD <CNOM90>1,091,762 0.76

THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE <THOMAS & CAROLYN LAI

FAMILY A/C>994,985 0.69

FRANCES ANN VUKSICH850,000 0.59

ELIZABETH ANN MCAULAY687,022 0.48

PIERRE GORDON PIERCE COTTER537,050 0.37

JAMES STEVE BEGOVIC & KERRY ELLWYN BEGOVIC & KATHERINE MARINA PALIN

<BEGOVIC FAMILY A/C>500,000 0.35

ARTHUR HECTOR MCAULAY437,060 0.30

RACHAEL MAREE NEWFIELD417,976 0.29

ORRS PHARMACIES LIMITED414,065 0.29

FNZ CUSTODIANS LIMITED <DRP NZ A/C>375,120 0.26

SEAJAY SECURITIES LIMITED314,496 0.22

HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90>302,2670.21

JEDI INVESTMENTS LIMITED300,0000.21

Governance

Shareholder information

76
| GREEN CROSS HEALTH

Shares and shareholding (continued)

Substantial security holders

The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the

Financial Markets Authority Act 2013:

NameHolding%

LPL TRUSTEE LIMITED45,935,821 31.99

CAPE HEALTHCARE LIMITED45,840,983 31.92

WILTON ASSET MANAGEMENT LTD12,585,3708.76

Shareholding spread

Green Cross Health Limited’s shareholding spread as at 31 May 2024 is as follows:

Size of holdingHolders%Securities%

1 - 99935421.53158,9600.11

1,000 - 9,99984551.402,819,8111.96

10,000 - 99,99938323.3010,538,3517.34

100,000 - 499,999492.988,946,536 6.23

500,000 - 999,99950.303,569,057 2.49

1,000,000 and over80.49117,569,88381.87

Total1,644100.00143,602,598 100.00

Annual Report 2024 |
77

Governance

Registered office

Green Cross Health Limited

Millennium Centre

Ground Floor, Building B

602 Great South Road

Ellerslie, Auckland 1051

Telephone: +64 9 571 9080

Board

K Ellis

Independent Chair

J A Bagnall

Non-Executive Director

J B Bolland

Non-Executive Director

C Brockliss

Non-Executive Director

P M Merton

Non-Executive Director

K A Orr

Independent Director

C M Steele

Independent Director

Officers

Rachael Newfield Group CEO

Kalpana Goundar CFO /

Company Secretary

Auditor

KPMG

KPMG Centre

18 Viaduct Harbour Avenue

Auckland Central

Auckland 1010

Bankers

Bank of New Zealand

80 Queen Street

Auckland Central

Auckland 1010

Bank of China

205 Queen Street

Auckland Central

Auckland 1010

Websites

www.greencrosshealth.co.nz

www.housecall.co.nz

www.lifepharmacy.co.nz

www.livingrewards.co.nz

www.pilldrop.co.nz

www.thedoctors.co.nz

www.unichem.co.nz

Investor relations

For investor relations enquiries:

Telephone: +64 9 571 9088

Email: investor.relations@gxh.co.nz

Share registrar

Computershare Investor

Services Limited

Private Bag 92119

Auckland 1142

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

Managing your

shareholding online:

To change your address, update

your payment instructions and

to view your registered details

including transactions, please visit:

www.investorcentre.com

General enquiries can be

directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8700

Facsimile: + 64 9 488 8787

Please assist our registrar by

quoting your CSN

or shareholder number.

Company directory

Green Cross Health Ltd
Millennium Centre

Ground Floor, Building B

602 Great South Road

Ellerslie, Auckland 1051

Private Bag 11906

Ellerslie, Auckland 1542

www.greencrosshealth.co.nz

WORKING TOGETHER TO SUPPORT

HEALTHIER COMMUNITIES

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.