Notice of Annual Meeting
Tuesday 6 August 2024
10:30am
Hyundai Marine Sports Centre
8/10 Tamaki Drive
Orakei, Auckland 1071
https://meetnow.global/nz
OTHER IMPORTANT DATES
(All times are given in NZST)
• Latest time for receipt of proxy appointments
—10.30am, Sunday 4 August 2024
• Record date for voting entitlements
—5.00pm, Friday 2 August 2024
Notice of Meeting
ANNUAL MEETING
OF SHAREHOLDERS 2024
RADIUS RESIDENTIAL CARENOTICE OF MEETING
AUDITOR’S REMUNERATION
Resolution 1
Auditor’s Remuneration
Radius Care’s current auditor, Baker Tilly Staples
Rodway, is automatically reappointed as Radius Care’s
auditor at the Annual Meeting pursuant to section 207T
of the Companies Act 1993. This resolution authorises
the directors to fix the remuneration of Baker Tilly
Staples Rodway as Radius Care’s auditor pursuant to
section 207S of the Companies Act 1993.
RE-ELECTION OF DIRECTORS
In accordance with NZX Listing Rule 2.7.1, a Director
must not hold office (without re-election) past the third
annual meeting following the Director’s appointment or
three years, whichever is longer.
Accordingly, Brien Cree and Duncan Cook are required
to retire at this meeting. Brien and Duncan, each being
eligible, offer themselves for re-election.
Explanatory Notes
A. Chair’s welcome and strategic overview
B. Chief Executive Officer’s report on financial and
business performance
C. Consideration of and Voting on the Resolutions
Shareholders will be asked to consider and, if
thought appropriate, to pass the following ordinary
resolutions:
1. Auditor’s Remuneration
That the Directors are authorised to fix the
remuneration of Baker Tilly Staples Rodway
as auditor of Radius Care for the ensuing
financial year.
2. Re-election of Brien Cree
That Brien Cree, who, in accordance with
the NZX Listing Rules, retires and is seeking
re-election, be re-elected as a Director of
Radius Care.
3. Re-election of Duncan Cook
That Duncan Cook, who, in accordance with
the NZX Listing Rules, retires and is seeking
re-election, be re-elected as a Director of
Radius Care.
Further information relating to the resolutions is
set out in the Explanatory Notes to this Notice of
Meeting. Please read and consider the resolutions
together with the notes.
D. Other Business
To consider any other matter that may be brought
properly before the Annual Meeting.
By order of the Board of Radius Residential
Care Limited.
Brien Cree
Executive Chair
04 July 2024
Business
2
RADIUS RESIDENTIAL CARENOTICE OF MEETING
Explanatory Notes
The Board unanimously recommends
that shareholders vote in favour of
Resolutions 1, 2 and 3.
Resolution 2
Re-election of Brien Cree
FOUNDER & EXECUTIVE CHAIR
Term of Office
Brien Cree has been the
Executive Chair since the
company’s inception in 2003.
Background
Brien Cree has more than 30 years’ experience in
the aged care sector and is a founding shareholder
of Radius Care. Brien has also been the Managing
Director of Radius Care from the company’s
inception in 2003. Brien has built Radius Care’s
portfolio from the ground up to its current 23
aged care facilities and four retirement villages. As
Executive Chair, Brien is focused on the execution of
Radius Care’s strategic growth objectives.
He is also a long-standing board member of the New
Zealand Aged Care Association and a past board
member of the Retirement Villages Association.
Brien Cree is the Executive Chair of Radius Care and
therefore pursuant to the NZX Listing Rules he is not
an Independent Director.
Resolution 3
Re-election of Duncan Cook
EXECUTIVE DIRECTOR
Term of Office
Duncan Cook was
appointed as an Executive
Director of Radius Care in
July 2010.
Board Committees
Chair of the Remuneration and People Committee
Background
Duncan Cook fills the role of General Counsel for
the company. He is a consultant at Sharp Tudhope
Lawyers (Tauranga and Auckland) having been
a partner in the firm for 31 years. While in private
practice his key areas were mergers and acquisitions,
with a focus on consolidating primary and secondary
health services. Duncan has been a director of
Radius Care since 2010, and supported Radius
Care’s founders to establish, structure and grow the
company.
Duncan has governance experience across a range
of industry sectors, including fishing, insurance and
housing construction and has volunteered on the
boards of the Tauranga Chamber of Commerce and
agencies associated with economic development in
the Tauranga region.
Duncan Cook is an Executive Director of Radius Care
and therefore pursuant to the NZX Listing Rules he is
not an Independent Director.
3
RADIUS RESIDENTIAL CARENOTICE OF MEETING
Procedural Notes and Other Information
EXPLANATORY NOTES
Explanatory Notes relating to the resolutions are
attached to and form part of this Notice of Meeting.
ATTENDANCE
All Shareholders who are registered as at 5.00pm
(NZST) on Friday 2 August 2024 are entitled to attend
online or in person and vote at the Meeting.
Attend and vote online
To attend the Meeting online please go to https://
meetnow.global/nz. To access the Meeting, click
Go under the Radius Care meeting and then click
JOIN MEETING NOW. More information on virtual
attendance at the Meeting (including how to vote and
ask questions virtually during the Meeting) is available
through the Virtual Meeting Guide. Shareholders
attending online are encouraged to review the
Virtual Meeting Guide. If you have any questions on
how to attend the Meeting online, please contact
Computershare Investor Services Limited on +64 9 488
8777 between 8.30am – 5.00pm Monday to Friday.
Attend the meeting in person
The venue for the Meeting for those Shareholders
attending in person is Hyundai Marine Sports Centre,
8/10 Tamaki Drive, Orakei, Auckland 1071.
PROXIES AND REPRESENTATIVES
If you are unable to attend the Meeting in person or
online, you may appoint a proxy or representative (in
the case of a corporate shareholder) to attend and vote
on your behalf.
You may appoint a proxy in the following ways:
1. Appoint a proxy/corporate representative Online
by going to: www.investorvote.co.nz. Use the
control number then your CSN/shareholder number
found on the Proxy Form and post code or country
of residence (if outside New Zealand) to securely
access InvestorVote; or
2. Complete the attached Proxy/Voting form.
The notice appointing a proxy or representative
must be received by Computershare Investor
Services Limited not later than 10.30am (NZST) on
Sunday 4 August 2024. If you wish to appoint a
proxy, please review the proxy form which provides
information on how to make this appointment.
A proxy or representative does not need to be a
Radius Care Shareholder.
The appointment of a proxy or representative does
not preclude a Shareholder from attending and
voting in person or online at the Meeting. However,
please note that your proxy will not be able to vote
at the Meeting unless you have provided a voting
direction or discretion. If you do not provide an
election in respect of the resolutions, your direction
is to abstain. If you make more than one election in
respect of any resolution your vote will be invalid on
that resolution.
If your named proxy does not attend the meeting
or you do not name a person as your proxy but
otherwise have completed your proxy form in full,
the Chair of the Meeting will act as your proxy.
You may appoint the Chair of the Meeting as your
proxy. If you appoint the Chair of the Meeting as
your proxy and elect to give him discretion on how
to vote, then he intends to vote your Shares in
favour of the resolutions.
ORDINARY RESOLUTIONS
Resolutions 1, 2, and 3 must be passed by an
ordinary resolution of Shareholders, i.e. by a simple
majority of the votes of those Shareholders entitled
to vote and voting on the resolution in person,
online or by proxy.
Radius Residential Care
Level 4, 56 Parnell Road, Parnell, Auckland
+64 9 304 1670
investor@radiuscare.co.nz
www.radiuscare.co.nz
Caring is our calling
---
LODGE YOUR PROXY/VOTING FORM
Online
www.investorvote.co.nz
By Email
corporateactions@computershare.co.nz
(please use ÒRadius Care ProxyÓ in the subject line)
Delivery in Person
Level 2, 159 Hurstmere Road,
Takapuna, Auckland 0622
By Mail
Computershare Investor Services Limited
Private Bag 92119, Victoria Street West,
Auckland 1142, New Zealand
FOR ALL ENQUIRIES CONTACT
+64 9 488 8777
corporateactions@computershare.co.nz
Scan the QR code
to vote now.
To attend the meeting online please go to https://meetnow.global/nz. To access the meeting, click GO under the Radius Care
meeting and then click JOIN MEETING NOW. Select ‘shareholder’ on the login screen and enter your CSN or holder number
(which can be found on this form) and mailing address post code (if in New Zealand) or if outside New Zealand, choose your
country from the drop-down list.
Defined terms in this form have the meaning given to them in the Notice
of Meeting.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you are unable to attend the meeting, you may appoint a proxy
or representative (in the case of a corporate shareholder) to attend
and vote on your behalf. To do this, enter the name of your proxy or
representative in the space allocated in ‘Step 1’ of this form. A proxy or
representative need not be a shareholder of Radius Care.
The Chair of the meeting is prepared to act as a discretionary proxy for
any shareholder. If, in appointing a proxy, you have not named someone
to be your proxy (on this form), or your named proxy does not attend
the meeting, but you have indicated on this form how you wish to vote,
the Chair of the meeting will be your proxy and will vote in accordance
with your express instructions. If appointed as a discretionary proxy, the
Chair of the meeting intends (subject to any restriction(s) set out in the
NZX Listing Rules) to vote in favour of all resolutions.
Voting of your holding
To direct your proxy how to vote on each resolution, you should tick
the appropriate box in ‘Step 2’ of this form. Your proxy will not be able
to vote at the meeting unless you have provided a voting direction or
discretion. If you do not provide an election in respect of the resolutions,
your direction is to abstain. If you make more than one election in
respect of any resolution your vote will be invalid on that resolution.
If a vote is required on any matter at the meeting in addition to the
matters on the agenda, the proxy may vote or abstain from voting on
that matter as he or she thinks fit.
www.investorvote.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and post code or country of residence (if outside New
Zealand) to securely access InvestorVote and then follow the prompts to appoint your proxy and submit
your voting instructions.
SMARTPHONE?PROXY/VOTING FORM
For your proxy to be effective it must be received by 10:30am on Sunday, 4 August 2024.
Attending the meeting
Bring this form to the meeting to assist with registration. Companies
or body corporates that wish to attend through a representative must
ensure that the representative brings a copy of this form appointing him
or her to the meeting.
The appointment of a proxy or representative does not preclude you
from attending and voting in person or online at the meeting.
Signing Instructions for Proxy Forms
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders
should sign.
Power of Attorney
If this form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with Radius Care) and a
signed certificate of non-revocation of the power of attorney must be
produced to Radius Care with this form.
Companies
This form should be signed by a Director jointly with another Director, or
a sole Director can also sign alone. Please sign in the appropriate place
and indicate the office held.
Go online to vote, or turn over to complete the form
Appoint a Proxy/Corporate Representative to Vote on Your Behalf
Voting Form or Proxy/Representative Voting Instructions
STEP 1
STEP 2
Tick the box that applies. Tick only ONE box in respect of each resolution. Please note: If you mark the “Abstain” box for an item,
you are directing your proxy/representative not to vote on your behalf during the poll and your votes will not be counted in
computing the required majority.
* Further information relating to the resolutions is set out in the Explanatory Notes to this Notice of Meeting. Please read and
consider the resolutions together with the notes.
Signature of Shareholder(s) This section must be completed.
SIGN
or sole Director/Director
Shareholder 1Shareholder 2Shareholder 3
Contact Name Contact Daytime Telephone Date
or Director (if more than one)
If your proxy/representative will be attending the meeting remotely, please ensure that you provide their contact details
(phone and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting
for your proxy.
Proxy contact Details (Phone): and (Email):
PROXY/VOTING FORM
hereby appointof
or failing him/herof
as my/our proxy or representative to exercise my/our vote in accordance with the instructions below at the meeting of
Shareholders of Radius Care to be held at Hyundai Marine Sports Centre, 8/10 Tamaki Drive, Orakei, Auckland 1071 and online at
https://meetnow.global/nz on Tuesday, 6 August 2024 commencing at 10.30am and at any adjournment of that meeting.
Meeting of Shareholders of Radius Care
to be held at Hyundai Marine Sports Centre,
8/10 Tamaki Drive, Orakei, Auckland
be held on Tuesday, 6 August 2024
commencing at 10.30am.
I/We being a securityholder/s of Radius Residential Care Limited
ORDINARY RESOLUTIONS*
ForAgainst
Proxy
Discretion
Abstain
1. Auditor’s Remuneration
That the directors are authorised to fix the remuneration of Baker Tilly
Staples Rodway as auditor of Radius Care for the ensuing financial year.
2.
Re-election of Brien Cree
That Brien Cree, who, in accordance with the NZX Listing Rules, retires and
is seeking re-election, be re-elected as a Director of Radius Care.
3.
Re-election of Duncan Cook
That Duncan Cook, who, in accordance with the NZX Listing Rules, retires
and is seeking re-election, be re-elected as a Director of Radius Care.
ATTENDANCE SLIP
---
Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.
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.
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