Notice of Meeting

Notice of Annual Meeting of Shareholders1
Notice of Annual Meeting
of Shareholders 2025

Notice of Annual Meeting of Shareholders2
21 March 2025

Dear Shareholder
We invite you to join us for the Annual Meeting of Shareholders of Summerset Group Holdings Limited
(“Summerset”), to be held at:
Where:Online: www.virtualmeeting.co.nz/sum25
Physical Location: Generator Meeting & Event Suites, Toru Room,
Level 2, PWC Tower, 15 Customs Street West, CBD, Auckland
When:
Tuesday, 22 April 2025 at 2:30pm (New Zealand time)
Summerset CEO, Scott Scoullar, and I, will talk about Summerset’s performance during the 2024 financial
year and our plans for 2025. Questions from shareholders attending the meeting will be invited.
If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the
instructions on the back of that form so that it reaches our share registrar, MUFG Corporate Markets by
2:30pm (New Zealand time) on Sunday, 20 April 2025.
Items of Business:
A. Chair’s address
B. Chief Executive Officer’s address
C. Update from Committee Chairs
D. Ordinary resolutions
E. General business and shareholder discussion.
Resolutions:
To consider and, if thought fit, to pass the following ordinary resolutions:
1. Having retired, that Mark Verbiest be re-elected as a Director of Summerset.
2. Having retired, that Stephen Bull be re-elected as a Director of Summerset.
3. Having retired, that Gráinne Troute be re-elected as a Director of Summerset, noting that it is intended
that she will retire at some point during the next 3 years.
Further information relating to these resolutions is set out in the Explanatory Notes accompanying this
Notice of Meeting. Please read and consider the resolutions together with the Explanatory Notes.
I look forward to seeing you at the Annual Meeting and thank you for your ongoing support.
By order of the Board.
Mark Verbiest
Chair
21 March 2025
Notice of Annual Meeting of Shareholders

Notice of Annual Meeting of Shareholders3
Mark Verbiest LLB, CFInstD
Non-executive Director
Independent
Term of Office: Appointed Director on 1 July 2021, re-elected 27 April 2022
Board Committees: People & Culture Committee, Audit & Risk Committee,
Development & Construction Committee
Mark is an experienced professional company director with over a decade of experience. A lawyer
by training, he spent many years in private practice as partner of a large national law firm. He
subsequently joined the senior executive team at Telecom New Zealand as Group General Counsel,
also having executive responsibility for other corporate groups as well as two business units.
He is also currently the Chair of listed company Meridian Energy.
Mark has previously been Chair of Freightways, Spark, Transpower NZ, Willis Bond Capital and a
director of a number of other companies and entities, including ANZ Bank, the inaugural board of the
Financial Markets Authority and the advisory board to NZ Treasury.
In 2022 Mark was named Chairperson of the Year at the Deloitte Top 200 Awards, and in 2023 was
awarded the Beacon Award for Corporate Governance by the NZ Shareholders Association.
Mark has been Chair of Summerset since July 2021.
Information on each of the resolutions is set out below.
We note that this year shareholders are not being asked to authorise the directors to set the
remuneration of the Company’s auditors. This is because PwC was appointed as auditor from 1 January
2025 (replacing Ernst & Young) and the Companies Act provides for the directors to set the auditor’s
remuneration in these circumstances.
Ordinary Resolutions 1-3: Re-election of Directors
Pursuant to NZX Listing Rule 2.7.1, a Director must not hold office (without re-election) past the third Annual
Meeting following the Director’s appointment or 3 years, whichever is longer.
Mark Verbiest, Stephen Bull and Gráinne Troute retire in accordance with NZX Listing Rule 2.7.1 and offer
themselves for re-election.
The Board has determined that each of Mark, Gráinne and Stephen qualify as Independent Directors and
unanimously support their re-election.
The Board notes that, if re-elected, Gráinne will have served as a director for 10 years on 1 September 2026.
Although Summerset’s Board Charter provides that directors will not generally hold office for more than 10
years, the Board has requested that Gráinne stand for re-election due to the valuable role that she performs
as Chair of the People & Culture Committee. If reappointed, it is intended that she will retire at an appropriate
time during this, her final term.
Explanatory Notes

Notice of Annual Meeting of Shareholders4
Stephen Bull BCom, BPsych (Hons), CA (Australia and NZ), MAICD, MInstD
Non-executive Director
Independent
Term of Office: Appointed Director on 1 March 2022, re-elected 27 April 2022
Board Committees: Development & Construction Committee (Chair), Audit
& Risk Committee
Stephen is the Chair of Summerset’s Development & Construction Committee and a member of the
Audit & Risk Committee. He has over 25 years’ experience in real estate, community creation and
finance roles. He has held executive roles at Westfield, AMP and Stockland.
Stephen finished executive work in 2018 and for the last five years of his executive career was a
Group Executive at Stockland and CEO of their retirement village business. Prior to his real estate
career in Australia, Stephen spent several years working in investment banking in London.
Stephen holds a Bachelor of Commerce and a Bachelor of Psychology (Honours) and is a member
of Chartered Accountants (Australia and New Zealand). In addition, he is a Member of the Australian
Institute of Company Directors (MAICD), and the NZ Institute of Directors (MInstD).
He is currently Chair of Bridge Housing Ltd and Capital Prudential Diversified Development Fund Pty
Ltd, a Board Member of the ACT Government City Renewal Authority and an Independent Member
of the MaxCap Equity Investment Committee.
Stephen has been a director of Summerset since 2022.
Gráinne Troute BA, GradDipBusStuds, CFInstD
Non-executive Director
Independent
Term of Office: Appointed Director on 1 September 2016, re-elected 27 April
2017, 30 April 2019, and 27 April 2022
Board Committees: People & Culture Committee (Chair), Audit & Risk
Committee, Clinical Governance Committee
Gráinne is Chair of Summerset’s People & Culture Committee. She is a Chartered Fellow of the
Institute of Directors, a director of Tourism Holdings and Investore Property, and a board member of
Duncan Cotterill.
Gráinne is a professional director with many years’ experience in senior executive roles. She was
General Manager, Corporate Services at SKYCITY Entertainment Group and Managing Director of
McDonald’s Restaurants (NZ). She also held senior management roles with Coopers and Lybrand
(now PwC) and HR Consultancy Right Management.
Gráinne has vast expertise in operating customer-focused businesses in highly competitive sectors
with a particular background and capability in people and culture. She has also spent many years as
a trustee and Chair in the not-for-profit sector, including having been the Chair of Tourism Industry
Aotearoa (TIA) and Chair of Ronald McDonald House Charities New Zealand.
Gráinne has been a director of Summerset since 2016.

Notice of Annual Meeting of Shareholders5
Attendance
Shareholders will be able to attend the Annual Meeting in person, or, alternatively, virtually via an online
platform provided by our share registrar, MUFG Corporate Markets at www.virtualmeeting.co.nz/sum25.
Shareholders attending and participating in the Annual Meeting virtually via the online platform will
still be able to vote and ask questions during the Annual Meeting. More information regarding virtual
attendance at the Annual Meeting (including how to vote and ask questions virtually during the Meeting)
is available in the Virtual Meeting Guide available at https://mail.cm.mpms.mufg.com/MUFG/MUFG_
VirtualMeetingGuide.pdf.
Proxies
Any shareholder who is entitled to attend and vote at the Annual Meeting may appoint a proxy, who need
not be a shareholder, to attend and vote instead of him or her by completing and returning the enclosed
proxy form. If you appoint a proxy you may either direct your proxy how to vote for you or you may give
your proxy discretion to vote as he/she sees fit. If you wish to give your proxy discretion then you must
mark the appropriate boxes on the form to grant your proxy that discretion. If you do not tick any box for a
particular resolution, then your instruction will be to abstain.
Shareholders can elect to appoint and direct their proxies on the exercise of their vote on-line by visiting
vote.cm.mpms.mufg.com/SUM or by scanning the QR code on the Proxy Form with your smartphone.
NZX Register holders:
You will need to enter your CSN/Holder Number and Authorisation Code (FIN) to securely complete your
proxy appointment.
ASX Register holders:
You will need to enter your Holder Number and postcode to securely complete your proxy appointment.
If you wish to mail the proxy form then please send it to our share registrar, MUFG Corporate Markets,
using the freepost envelope included with the form. Alternatively, you can scan and email the completed
proxy form to meetings.nz@cm.mpms.mufg.com (please put the words Summerset Proxy Form in the
subject line for easy identification).
The completed proxy form must be received by the share registry no later than 2.30pm (New Zealand
time) on Sunday 20 April 2025. Any proxy form received after that time will not be valid for the
scheduled meeting.
Ordinary Resolution
An ordinary resolution is one passed by a simple majority of votes from shareholders entitled to vote and
voting on the resolution.
Voting
Voting entitlements for the Annual Meeting will be determined as at 5.00pm (New Zealand time) on 17
April 2025. Registered shareholders at that time will be the only persons entitled to vote at the Annual
Meeting and only the shares registered in those shareholders’ names at that time may be voted at the
Annual Meeting.
The Chair will require voting at the Annual Meeting to be conducted by poll, as required by the NZX
Listing Rules.
More information
If you have any questions, or for more information, please contact Summerset’s Company Secretary,
Robyn Heyman, on (04) 894 7320.
IMPORTANT INFORMATION

---

LODGE YOUR PROXY
Online:
vote.cm.mpms.mufg.com/SUM
Scan & email:
meetings.nz@cm.mpms.mufg.com

Deliver:
MUFG Corporate Markets
Level 30, PwC Tower,
15 Customs Street West, Auckland 1010
New Zealand



Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 enquiries.nz@cm.mpms.mufg.com

PROXY FORM/ADMISSION CARD FOR SUMMERSET GROUP HOLDINGS LIMITED ANNUAL MEETING
The Annual Meeting of Shareholders of Summerset Group Holdings Limited will be held online at www.virtualmeeting.co.nz/sum25 and in person at
Generator Meeting & Event Suites, Toru Room, Level 2, PWC Tower, 15 Customs Street West, CBD, Auckland on Tuesday, 22 April 2025 at 2.30pm
(New Zealand time).

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

Appointment of proxy
Any shareholder entitled to attend and vote at the Annual Meeting can appoint a “proxy” to attend and vote. If you appoint a proxy, you can either direct
your proxy how to vote or let them decide on the day on your behalf. If you do not tick a box for a particular resolution, then your proxy will abstain from
voting. If you return this form without appointing a proxy on your Proxy Form but have indicated on this form how you wish to vote, the Chair of the meeting
will vote in accordance with your express instructions. For this Proxy Form to be valid, you must produce it by delivering, posting or emailing it intact to be
received by MUFG Corporate Markets no later than 2.30pm, Sunday, 20 April 2025.

Voting of your holding
If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf. If you
tick the ‘Abstain’ box for a particular resolution, you are directing your proxy not to vote on that resolution. If a proxy does not vote on your behalf on a
resolution, your votes will not be counted when calculating the majority of that resolution. If you do not tick any box for a particular resolution, then your
instruction will be to abstain.

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

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder. The Chair will require voting at the Annual Meeting to be conducted by poll. Alternatively, you can attend
online via the virtual annual meeting platform www.virtualmeeting.co.nz/sum25. If you will be attending online, you will require your Holder Number for
verification purposes.


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

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

Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of attorney under which it was signed (if not previously provided to the
Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this Proxy Form.

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

Mail:
Use the enclosed reply paid
envelope or address to:
MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand

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

I/We being a shareholder(s) of Summerset hereby appoint:
The Chair of the Meeting  (tick)
or failing that person of
(full name of proxy) (e-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders of Summerset Group Holdings Limited on Tuesday, 22 April
2025 at 2.30pm (New Zealand time).
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above. For each resolution you must tick one box. If no box is ticked in relation to the resolution, that
resolution will be treated as abstained. The resolutions are stated in brief. Please refer to the Notice of Meeting for the full text of the resolution and
Explanatory Notes.
ORDINARY BUSINESS
To consider and, if thought fit, pass the following resolutions:

Tick (✓) in box to vote
Ordinary Resolutions:
For Against Abstain Discretion
1. Having retired, that Mark Verbiest be re-elected as a Director of Summerset.
   
2. Having retired, that Stephen Bull be re-elected as a Director of Summerset.
   
3. Having retired, that Gráinne Troute be re-elected as a Director of Summerset, noting
that it is intended that she will retire at some point during the next 3 years.

   

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

STEP 3: SIGNATURE OF SHAREHOLDER(S)
This section must be completed
Shareholder 1 Shareholder 2 Shareholder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________

Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.