Radius Residential Care Limited logo

Notice of Annual Meeting

AGM4 July 2024RADHealthcare

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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