Notice of Annual Meeting

Thursday 7 August 2025
10:30am
Akarana | 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, Tuesday 5 August 2025
• Record date for voting entitlements
—5.00pm, Tuesday 5 August 2025
Notice of Meeting
ANNUAL MEETING
OF SHAREHOLDERS 2025
Caring is our calling

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, Bret Jackson is required to retire at this meeting.
Bret, being eligible, offers himself for re-election.
Explanatory Notes
The Board unanimously recommends that Shareholders vote in favour of Resolutions 1, 2 and 3.
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 Bret Jackson
That Bret Jackson who, in accordance
with NZX Listing Rule 2.7, retires and is
seeking re-election, be re-elected as a
Director of Radius Care.
3. Long Term Incentive Plan (LTIP)
The issue of share rights to employees
of Radius Care, entitling the holders
to acquire up to 11.364 million ordinary
shares, on the terms recorded in
Explanatory Note 3, is approved for the
purposes of NZX Listing Rule 4.2.1.
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
Founder & Executive Chair
7 July 2025
Business
Resolution 2
Re-election of Bret Jackson
INDEPENDENT DIRECTOR
Term of Office
Bret Jackson was appointed as a
Director of Radius Care in September
2014.
Board Committees
Audit and Risk Committee
Remuneration and People Committee
Background
Bret has been a Director since 2014 before Radius Care
was listed on the NZX. Bret was re-designated as an
Independent Director in 2022. The Board, having regard
to the definition of “Independent Director” in the NZX
Listing Rules and the factors that may impact director
independence in the NZX Corporate Governance Code,
is of the view that, if re-elected, Bret will continue to be
an Independent Director for the purposes of the NZX
Listing Rules.
Bret is an experienced business professional spanning all
facets of business including entrepreneurship, leadership,
private equity investment and governance (both private
and public boards). Bret held corporate roles at Mobil Oil
New Zealand, as a management consultant at Boston
Consulting Group (Sydney and London) and has founded
and successfully operated his own private businesses. He
is also a past President of the Harvard Business School
Alumni Association of New Zealand.
2

RADIUS RESIDENTIAL CARENOTICE OF MEETING
LONG TERM INCENTIVE PLAN (LTIP)
Resolution 3
Issue of Share Rights Under LTIP
In 2022 Radius Care issued share rights to employees (being the chief
executive officer and other senior employees) under the Radius Care
Long-Term Incentive Plan (“LTIP”). Those share rights have not vested,
and will expire on 18 July 2025.
Radius Care now proposes to make a new offer of share rights under
the LTIP to senior employees. The number of ordinary shares to be
issued if all share rights vest exceeds the number permitted by NZX
Listing Rule 4.6 for issue to employees, and accordingly Radius Care
seeks the approval of shareholders to the issue of the share rights. If
the resolution is passed, those share rights will be issued within one
month after the resolution is passed. If the resolution is not passed,
those shares rights will not be issued.
The objectives of the LTIP are to reward and retain key employees,
drive longer term performance and align incentives of employees with
the interests of Shareholders, and encourage longer term decision
making by employees.
Each share right will entitle an employee to receive one ordinary share
for no consideration, if the share price hurdles described below are
met. That ordinary share will rank equally with the existing ordinary
shares of Radius Care.
Share rights will be offered to the employees, and in the numbers, set
out in the table below. The numbers are calculated by dividing the
figures shown in the table as “share rights value” by a share price of 22
cents. This share price reflects the weighted average price of Radius
Care’s ordinary shares on the NZX Main Board over the 10 NZX trading
days before 31 March 2025 of $0.2135 rounded up to the nearest cent.
EMPLOYEENUMBERSHARE
RIGHTS VALUE
Andrew Peskett
Chief Executive Officer
4,545,456$1,000,000
Jeremy Edmonds
Chief Financial Officer
2,272,728$500,000
Richard Callander
Chief Operations Officer
909,092$200,000
Antony Challinor
Chief Digital Officer
909,092$200,000
Trish Evers
General Manager, People
909,092$200,000
Sam Carey
General Manager, Revenue
909,092$200,000
Shereen Singh
General Manager, RConnect
909,092$200,000
The total value of the share rights to be offered is $2,500,000 and the
total number of new ordinary shares to be issued (if all of the share
rights vest) is 11,363,644 (subject to rounding) (being $2,500,000
divided by the share price of 22 cents).
Share Price Hurdle
The share rights issued to each employee will be divided into three
parts or tranches being:
• a number equal to 25% of the total (Tranche 1)
• a number equal to 25% of the total (Tranche 2)
• a number equal to 50% of the total (Tranche 3)
An employee will be entitled to receive shares for his or her share
rights only to the extent that those share rights vest. The conditions
under which an employee’s share rights may vest are set out below:
a. Tranche 1 will vest if the weighted average price of
ordinary shares on the NZX Main Board over the 10
NZX trading days (“10 Day VWAP”) before 31 July
2027 is equal to or greater than 44 cents.
b. If Tranche 1 does not vest, the share rights in that
tranche will be added to and form part of Tranche 2,
and will be eligible to vest in accordance with (c) or
(e) below.
c. Tranche 2 will vest if the 10 Day VWAP as at 31 July
2028 is equal to or greater than 66 cents.
d. If Tranche 2 does not vest, the share rights in that
tranche will be added to and form part of Tranche
3, and will be eligible to vest in accordance with (e)
below.
e. Tranche 3 will vest if 10 Day VWAP as at 31 July
2029 is equal to or greater than 88 cents.
In addition, if:
i. a “Change of Control Transaction” (that is a
takeover, merger or the like) occurs which
results in a person or group becoming the
controller of a majority of the voting shares of
Radius Care; and
ii. the price or consideration per share paid in that
Change of Control Transaction is equal to or
greater than the share price specified in (a), (c)
or (e) above in respect of a tranche which has
not vested, then the share rights in that tranche
will vest on completion of that Change of
Control Transaction.
The share price hurdle for each Tranche requires Radius
Care’s share price to double for Tranche 1, triple for
Tranche 2 and quadruple for Tranche 3 in each case
compared to the 10 Day VWAP before 31 March 2025
(resulting in each share price hurdle increasing by 22
cents).
Ta x
If an employee’s share rights vest, Radius Care will pay
to that employee an amount sufficient to meet that
employee’s liability for income tax in respect of those
share rights, so that the employee receives shares free
of any liability for income tax.
Other Features
Other features of the LTIP and share rights are:
a. Employees pay nothing for share rights, or for
shares issued under share rights.
b. If a holder of share rights ceases to be employed
by the Radius Care group, those share rights will
lapse, unless the board, in a situation where the
employee has ceased to be employed by reason of
redundancy, illness or injury, or death, decides that
the employee may retain those share rights.
c. The board has a discretion to adjust the terms of
share rights if there is an alteration to the capital
structure of Radius Care.
d. If a Change of Control Transaction (that is a
takeover, merger, or the like) occurs, the board has
a discretion to adjust the terms of share rights to
enable holders to participate in the benefit of that
Change of Control Transaction.
3

RADIUS RESIDENTIAL CARENOTICE OF MEETING
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
Dilutionary Effect
Assuming that;
a. all of the share rights vest, so that one ordinary
share is issued for each share right; and
b. there is no other change to the capital of Radius
Care between now and the date of vesting of the
last of the share rights,
the issue of new ordinary shares would dilute the
existing ordinary share capital (on a cumulative
basis and subject to rounding) by approximately
1% following the issue of shares under Tranche 1, 2%
following the issue of shares under Tranche 2 and 4%
following the issue of shares under Tranche 3. It is
noted that the effect of Radius Care’s current share
buyback programme on this dilutionary effect is
immaterial (even if the maximum number of 2 million
shares are bough back under that programme.
Procedural Notes and
Other Information
EXPLANATORY NOTES
Explanatory Notes relating to the resolutions form
part of this Notice of Meeting.
ATTENDANCE
All Shareholders who are registered as at 5.00pm
(NZST) on Tuesday 5 August 2025 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) can
be found in the Virtual Meeting Guide that has been
released in conjunction with this Notice of Meeting.
You will need the latest version of Chrome, Safari
or Edge to access the meeting. Please ensure your
browser is compatible. 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 Akarana | 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
Investor Vote; 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 Tuesday 5 August 2025. 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. The Chair will vote
only in accordance with your express directions in the proxy form.
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.
Under NZX Listing Rule 6.3, the persons to whom share rights are to
be offered (named in Explanatory Note 3) may not vote on Resolution
3. They may however vote as proxy in accordance with the express
instructions of the Shareholder appointing the proxy. They may not vote
as proxy if voting is at their discretion, whether on resolutions set out in
the notice, or on resolutions proposed at the meeting.

---

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 Tuesday, 5 August 2025.
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.
Voting Restrictions
There are no shareholder voting restrictions on Resolution 1 and
Resolution 2. Under NZX Listing Rule 6.3, the persons to whom share
rights are to be offered (named in Explanatory Note 3 of the Notice
of Meeting) may not vote on Resolution 3. They may however vote as
proxy in accordance with the express instructions of the Shareholder
appointing the proxy. They may not vote as proxy if voting is at their
discretion, whether on resolutions set out in the notice, or on resolutions
proposed 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 Annual Meeting of
Shareholders of Radius Care to be held at Akarana | Hyundai Marine Sports Centre, 8/10 Tamaki Drive, Orakei, Auckland 1071 and
online at https://meetnow.global/nz on Thursday, 7 August 2025 commencing at 10.30am and at any adjournment
of that meeting.
Annual Meeting of Shareholders of Radius Care to
be held at Akarana | Hyundai Marine Sports Centre,
8/10 Tamaki Drive, Orakei, Auckland 1071 be held on
Thursday, 7 August 2025 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 Bret Jackson
That Bret Jackson who, in accordance with NZX Listing Rule 2.7, retires and
is seeking re-election, be re-elected as a Director of Radius Care.
3.Long Term Incentive Plan (LTIP)
The issue of share rights to employees of Radius Care, entitling the holders
to acquire up to 11.364 million ordinary shares, on the terms recorded in
Explanatory Note 3, is approved for the purposes of NZX Listing Rule 4.2.1.
ATTENDANCE SLIP

---

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.