Green Cross Health Limited - Annual Shareholders' Meeting

NOTICE OF ANNUAL MEETING

Notice is hereby given that the 2025 Annual Meeting of Shareholders of Green Cross Health
Limited (“the Company”) will be held virtually via Computershare’s Meeting Platform at
https://meetnow.global/nz on Thursday, 31
st
of July 2025 at 2.30 pm.

BUSINESS:
A. Chair’s Address
B. Group Chief Executive Officer’s Address
C. Audited Financial Statements
D. Resolutions
To consider and, if thought fit, to pass the following ordinary resolutions (see
following pages for further information):
1. That Kim Ellis be re-elected as a Director of the Company
2. That John Bolland be re-elected as a Director of the Company
3. That Craig Brockliss be re-elected as a Director of the Company
4. That the Directors’ fee pool be increased by $100,000 from $500,000 to $600,000
per annum with effect from 1 April 2025
5. To authorise the Directors to fix the remuneration of the Auditor for the ensuing
year
E. To consider any other matters that may be properly brought before the Annual
Meeting
Proxies and voting
Any shareholder who is entitled to attend and vote at the meeting may instead appoint a
proxy to attend and vote on their behalf. A proxy need not be a shareholder. The Chair of
the Company is willing to act as proxy for any shareholder who may wish to appoint him for
that purpose. The Chair intends to vote any undirected proxies in favour of Resolutions 1,
2, 3 and 5. In accordance with the voting restrictions outlined below, the Chair will be
unable to vote any undirected proxies in favour of Resolution 4.
Under the NZX Listing Rules, all Directors and any Associated Person of that Director (as
defined in NZX Listing Rules) are unable to vote in favour of Resolution 4. If you appoint
any such person as your proxy, that person will only be able to vote on Resolution 4 in
accordance with your express instructions, as set out in your proxy form.

2

If you wish to appoint a proxy, please complete the enclosed proxy form and mail to:
Computershare Investor Services Limited
Private Bag 92119
Auckland 1142

Alternatively, you can email the completed proxy form to
corporateactions@computershare.co.nz or complete a proxy form online at
www.investorvote.co.nz. You will need the Control Number (found on the Proxy Notice),
your CSN/security holder number and postcode or country of residence to vote online.

For your vote to be effective, your proxy must be received no later than 2.30pm on
Tuesday, 29 July 2025 (being 48 hours before the meeting).
Note
Biographical information relating to the Directors standing for re-election at the meeting
can be found below.
Attending the meeting
Shareholders will not be able to attend the Annual Meeting in person. Attendance will
only be via the Computershare Meeting Platform at https://meetnow.global/nz. To
access the meeting, click “Go” under the Green Cross Health meeting and then click “Join
Meeting Now”. Select “Shareholder” on the login screen and enter your
CSN/Securityholder Number and post code (or country of residence if outside of New
Zealand).

Please refer to the Virtual Meeting Guide attached to this Notice of Meeting for more
information. You will need the latest version of Chrome, Safari, or Edge to access the
meeting. Please ensure your browser is compatible.
For and on behalf of the Board

Kalpana Goundar
Chief Financial Officer/Company Secretary

Dated: 26 June 2025

3

Biographical information relating to the Directors standing for re-
election:
Kim Ellis


Independent 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 NZ Social Infrastructure Fund and consultant to
Envirowaste Services.

Kim holds first class honours degrees in Chemical Engineering and Economics.

The Board has determined that Kim will be an Independent Director if re-elected.

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 the New
Zealand Institute of Chartered Accountants. John is a consultant at Segoura Limited, a
Director of Stellar Software Limited and a Director of PowerShield Limited.

John was appointed as a Non-Executive Director of the Company in August 2009.
The Board has determined that John will not be an Independent Director if re-elected.
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 UK.
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.

4

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.
The Board has determined that Craig will not be an independent director if re-elected.

Director Fee Pool
The table below shows the current and proposed Director fee pool:
FY25 FY26
Proposed
Director fee pool 500,000 600,000
Payment allocated 452,500 527,625
Headroom 47,500 72,375

The table below shows the current and proposed allocation of Director fees:
FY25 FY26
Proposed
Independent Chair 120,000 126,000
John (Andrew) Bagnall and Peter Merton 35,000 63,000
Other Directors 60,000 63,000
Chair of Audit & Risk Committee 7,500 7,875
Chair of Investment Committee 5,000 5,250
Chair of Remuneration Committee 5,000 5,250
Directors on Investment Committee 2,500 2,625
The Board considers the proposed Director fee pool increase is appropriate for the
following reasons:
 The Director’s fee pool was last increased in 2015
 The increase allows the payments for all Directors to be aligned and for a partial
catch-up inflationary adjustment to all rates (given no general inflationary
adjustments have been made since before 2019)
 It creates sufficient headroom for future inflationary increases
 The current Board size is optimal, hence the increase is appropriate to ensure the
Company can offer competitive fees to attract and retain high calibre Directors.

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VIRTUAL MEETING
Attending the Meeting Virtually: If you propose to attend the meeting online, please read the enclosed Virtual Meeting Guide prior to
the meeting. You can participate in the meeting virtually through the web platform https://meetnow.global/nz. You will be able to view
presentations, ask questions and ( unless you have appointed a proxy) cast your vote from your own computer, mobile or similar device.
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Go online to vote, or turn over to complete the form
Proxy/Voting Form
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
As a shareholder you may attend the meeting and vote, or you may appoint a
proxy to attend the meeting and vote on your behalf. A proxy can be any person
of the shareholder’s choice and does not have to be a shareholder. The Chair,
or any other Director, is willing to act as a proxy for any shareholder who
wishes to appoint him or her for that purpose. Any undirected votes in respect
of a resolution, where the Chair or any other Director is appointed proxy, will be
voted in favour of the relevant resolution,
other than when he or she is
prohibited from voting on that resolution. To appoint a proxy, please enter the
name of your proxy in the space allocated in ‘Step 1’ overleaf of this form. If you
do not name a person as your proxy or your named proxy does not attend the
meeting, the Chair will be appointed your proxy and will vote in accordance with
your express direction (subject to any voting prohibitions).
Voting of your holding
Direct your proxy how to vote or give the proxy discretion as to how to vote on
the resolutions by completing FOR, AGAINST, ABSTAIN or PROXY DISCRETION
box on ‘Step 2’ overleaf. If the form is returned without a direction as to how the
proxy shall act on a resolution the proxy will exercise the proxy’s discretion as
to whether to vote and, if so, how.
Under the NZX Listing Rules, all Directors and any Associated Person of that
Director (as defined in NZX Listing Rules) are unable to vote in favour of
Resolution 4. If you appoint any such person as your proxy, that person will
only be able to vote on Resolution 4 in accordance with your express
instructions, as set out in your proxy form.
Attending the Meeting Virtually:
If you propose to attend the meeting online, please read the enclosed Virtual
Meeting Guide prior to the meeting. You can participate in the meeting virtually
through the web platform https://meetnow.global/nz. You will be able to view
presentations, ask questions and (unless you have appointed a proxy) cast your
vote from your own computer, mobile or similar device.
Signing Instructions for Postal Forms
Individual
Where a shareholder is an individual, this V
oting/Proxy Form must be signed by
you or someone you authorise to sign for you.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If the form is signed under a power of attorney, a certificate of non-revocation

must be completed and a certified copy of the power of attorney must be
produced to the company unless it has already been noted by the company.
Companies
This form must be signed by a duly authorised Director or duly authorised
officer or attorney. Please sign in the appropriate place and indicate the office
held.
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:30pm on Tuesday, 29 July 2025.
Green Cross Health Limited

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appointof
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of
Green Cross Health Limited to be held at 2:30pm Thursday, 31 July 2025, and at any adjournment of that meeting and as my proxy thinks fit on any additional resolution or
amendment to resolutions so as to give effect to my/our intention as set out below where possible.
I/We being a shareholder/s of
Green Cross Health Limited
Voting Instructions/Voting Form
STEP 2
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted.
Unless otherwise instructed, the proxy will vote as he/she thinks fit.
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Director
Securityholder 1Securityholder 2Securityholder 3
Contact Name Contact Daytime Telephone Date
Ordinary Resolutions
1.That Kim Ellis be re-elected as a Director of the Company.
2.That John Bolland be re-elected as a Director of the Company.
3.That Craig Brockliss be re-elected as a Director of the Company.
4.That the Directors’ fee pool be increased by $100,000 from $500,000 to $600,000 per annum with
effect from 1 April 2025
5.To authorise the Directors to fix the remuneration of the Auditor for the ensuing year
For
Against
Abstain
Proxy
Discretion
or Director (if more than one)
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
@
Elect Electronic Communications
If your proxy is not the Chair of the Meeting or any other director of the Company, 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):

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Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red 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 t
he
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 complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u 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.