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SPH Notice - Bevan Walsh & Lenore Bauer

Substantial Holder Notice13 November 2025TAHConsumer Discretionary

1
Disclosure of movement of 1% or more in substantial holding

or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Third Age Health Services Limited (Third Age Health)

Relevant event being disclosed: Change in nature of relevant interest and movement of

1% or more in substantial holding

Date of relevant event: 13 November 2025

Date this disclosure made: 13 November 2025

Date last disclosure made: 1 June 2022

Substantial product holder(s) giving disclosure

Full name(s): Bevan John Walsh

Summary of substantial holding

Class of quoted voting products: ordinary shares in Third Age Health (Shares)

Summary for Bevan John Walsh

For this disclosure,—

(a) total number held in class: 2,680,607

(b) total in class: 9,954,491

(c) total percentage held in class: 26.929%

For last disclosure,—

(a) total number held in class: 4,329,617

(b) total in class: 9,950,000

(c) total percentage held in class: 43.514%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

In connection with the settlement of matters relating to their relationship property, Bevan

John Walsh and Lenore Deirdre Bauer have entered to a share transfer agreement (the

Share Transfer Agreement) pursuant to which:

• Bevan John Walsh has agreed to transfer 1,734,853 Shares to Lenore Deirdre Bauer.

A signed share transfer form was delivered to Third Age Health’s share registrar on

13 November 2025; and


2

• Lenore Deirdre Bauer has granted Bevan John Walsh an option to acquire up to

149,317 Shares (the Option Shares).

Pursuant to the terms of the Share Transfer Agreement, Bevan John Walsh has the power

to acquire the Option Shares held by Lenore Deirdre Bauer, in one acquisition or a number

of smaller acquisitions at any time prior to 30 September 2027 (or such later date that

may be agreed between Bevan John Walsh and Lenore Deirdre Bauer). The acquisition of

any Option Shares is subject to the conditions specified in the Share Transfer Agreement,

those conditions principally relating to compliance with applicable regulatory requirements

and any relevant policies of Third Age Health.

A copy of the entire Share Transfer Agreement consisting of two (2) pages has been

provided with this notice.

Details after relevant event

Details for Bevan John Walsh

Nature of relevant interest(s): Registered holder and beneficial owner of Shares.

For that relevant interest,—

(a) number held in class: 2,531,290

(b) percentage held in class: 25.429%

(c) current registered holder(s): Bevan John Walsh (no change since previous

disclosure)

(d) registered holder(s) once transfers are registered: N/A

Nature of relevant interest(s): Bevan John Walsh has a beneficial interest in, and the

power to control the disposal of, 149,317 Shares held by Lenore Deirdre Bauer pursuant to

the terms of the Share Transfer Agreement (a copy of which is attached to this notice).

For that relevant interest,—

(a) number held in class: 149,317

(b) percentage held in class: 1.500%

(c) current registered holder(s): Lenore Deirdre Bauer

(d) registered holder(s) once transfers are registered: N/A

Additional information

Address(es) of substantial product holder(s):

655a Remuera Road

Remuera

Auckland

New Zealand


3

Contact details: Bevan Walsh, telephone 021-226 6133 and email:

bevanwalsh@icloud.com

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Lenore Deirdre Bauer

Disclosure has effect for purposes of directors’ and senior managers’ disclosure

Bevan John Walsh is also a Director of Third Age Health Services Limited. This disclosure

also constitutes disclosure for the purposes of the directors’ and senior managers’

disclosure obligations.

Certification

I, Bevan John Walsh, certify that, to the best of my knowledge and belief, the information

contained in this disclosure is correct and that I am duly authorised to make this disclosure

by all persons for whom it is made.

Share Transfer Agreernent
Farties:Lenore Deirdre

Bauer

(Lenore)

Bevan John

Walsh

(Bevan)

(together,

the Parties)

As

part

of the Parties' settlement of

their relationship

property

separation matters,

the

Parties

have agreed

certain

matters conceming

shares in Third Age

Health

Services Limited

(TAH)

as

set out in

this

agreement.

1" .dgreement to transfer

shares

On or

as soon as

possible

after

the date

of this

agreernent, Bevan will transfer

I,734,853

ordinary shares

in TAH

(the

Settlement

Shares) to Lenore.

The transf,er of the Settlement

Shares to Lenore will extinguish

Lenore's beneficial ownership

(arising

from

previous

informal

agreements relating to

relationship

property

matters between

the

Parties, as

previously

disclosed by

the Parties and TAID

in 1,514,972 TAF{ shares

which

are

legally

ovsned by

Bevan.

2" Option

Following

the transfer of the

Settlement Shares,

Bevan will have the option to aequire

up to

149,317 TAII shares, representing 13%

of the total

issued share capital of TAH as

at the date

of

this

agreement

(the

Option Shares), on

the following terms

(the

Option):

(a)

subject

to the conditions

below, Bevan may

exercise the Option in one

acquisition, or in

a

number

of

smaller acquisitions,

at

any

time

prior

to

30 September

2027

(or

such later

date agreed between the Parties)

(the

Option

Terrn);

(b)

the

Option

may be exercised by

Bevan

by

giving

notice in writing to Lenore which sets

out the number of Option Shares

to be acquired and

the

price

payable

for

those Option

Shares

(calculated

based on

paragraph (c)

below)

(the

Exercise Notice);

(c)

the

price payable

by

Bevan to Lenore for each Option

Share will be the then current

share

price

for TAH shares as

listed

on

the

TAH page of

the

NZX

Main

Board at9am

on the date of the

Exercise

Notice; and

(d)

Bevan must

pay

the relevant aggregate

price

for the Option Shares set out

in an

Exercise Notice and

(subject

to that

payment)

Lenore must transfer the relevant

number

of Option Shares

to Bevan on the

later of:

(i)

the date five

(5)

business

days after the date of

the Exercise Notice; and

(ii)

the date five

(5)

business

days after the date of satisfaction of any applicable

conditions

as set

out below.

Any exercise of the Option and

acquisition of Option Shares by Bevan

is

subject

to the

following conditions

precedent which

must be satisfied

within

90

days

after

the

date

of an

ffi^M

Exercise Notice
(failing

which

any

exercise

of

the Option

or

obligation to sell

or

purchase

Option

Shares shall be of

no further

force or effect):

(a)

compliance with

TAH's

applicable share

trading

policies

and

approval

requirements,

including:

i.

TAH's Financial

Products

Trading

policy;

and

ii. TAH's Additional

Trading Restrictions

for

Restricted

Persons; and

(b)

compliance

with any

applicable

obligations

and requirements

under

the Takeovers

Code

or any

other legislation

or applicable

listing rules.

The number of Option

Shares

will be adjusted

to reflect

any

reorganisation or

restructure

of

TAF{'s share capital,

whether

through a

oonsolidation,

subdivision,

buyback, cancellation

or

otherwise.

During the Option

Term, Lenore

will

not

sell,

transfer

or otherwise

dispose

of any

interest

in

the Option

Shares other than

to Bevan

in

accordance

with the exercise

of the

Option.

The Option

granted

under this

agreement

is

personal

to

Bevan and

cannot be transfened

to

any

other

person.

Any

rights

in

Option

Shares will

therefore immediately

terminate

upon

the

event of Bevan's death.

Other

than as set

out above,

Fevan

will have

no right, title

or interest

in, or control

over,

the

Option

Shares and,

in

particular, will not have

any right to

exercise, or

influence the

exercise,

of

any vote attaching

to the

Option Shares

unless

and until Bevan

acquires

legal title

to those

Option

Shares following

exercise

of the Option.

3. Other

The Parties have agreed

to share

equally, the

costs of

negotiating and

implementing

this

agreement,

including

the costs

associated

with

preparing

and making

any necessary

regulatory

or

other filings

and disclosures

in relation to the

transactions

contemplated

by this

agreement. The

Parties

will each

procure

that

such filings and

disclosures

are

made

promptly.

The Parties agree

that this

agreement is

entered

into in full and

final settlement of

any and

all

claims that they

may have

against

the other in

relation to the shares

in TAH held by

them

prior

to

the

date

of this

agreement.

Executed as an

agreement:

&Pr'-

Walsh

Lenore Deirdre

Bauer

Date

Date

13/11/25

13/11/25

---

1
Disclosure of movement of 1% or more in substantial holding

or change in nature of relevant interest, or both

Sections 277 and 278, Financial Markets Conduct Act 2013

To NZX Limited

and

To Third Age Health Services Limited (Third Age Health)

Relevant event being disclosed: Change in nature of relevant interest and movement of

1% or more in substantial holding

Date of relevant event: 13 November 2025

Date this disclosure made: 13 November 2025

Date last disclosure made: 11 February 2021

Substantial product holder(s) giving disclosure

Full name(s): Lenore Deirdre Bauer

Summary of substantial holding

Class of quoted voting products: ordinary shares in Third Age Health (Shares)

Summary for Lenore Deirdre Bauer

For this disclosure,—

(a) total number held in class: 1,892,085.35393202

(b) total in class: 9,954,491

(c) total percentage held in class: 19.007%

For last disclosure,—

(a) total number held in class: 1,671,003

(b) total in class: 9,750,000

(c) total percentage held in class: 17.138%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure:

In connection with the settlement of matters relating to the relationship property, on

Lenore Deirdre Bauer and Bevan John Walsh have entered into a share transfer agreement

(the Share Transfer Agreement) pursuant to which:

• Bevan John Walsh has agreed to transfer 1,734,853 Shares to Lenore Deirdre Bauer.

A signed share transfer form was delivered to Third Age Health’s share registrar on

13 November 2025;


2

• as a result of the transfer of Shares from Bevan John Walsh, Lenore Deirdre Bauer’s

beneficial interest in 1,514,972 Shares held by Bevan John Walsh has been

extinguished, resulting in both a change in the nature of Lenore’s relevant interest in

the Shares and an increase in Lenore’s legal and beneficial ownership of Shares; and

• Lenore Deirdre Bauer has granted Bevan John Walsh an option (the Option) to

acquire up to 149,317 Shares (being 1.5% of the Shares on issue in Third Age

Health) (the Option Shares).

Pursuant to the terms of the Share Transfer Agreement, Bevan John Walsh may exercise

the Option and acquire the Option Shares, whether in one acquisition or a number of

smaller acquisitions, at any time prior to 30 September 2027 (or such later date that may

be agreed between Bevan John Walsh and Lenore Deirdre Bauer) (the Option Term).

Lenore Deirdre Bauer’s obligation to sell any Option Shares following the exercise of the

Option by Bevan John Walsh is subject to the conditions specified in the Share Transfer

Agreement, those conditions principally relating to compliance with applicable regulatory

requirements and any relevant policies of Third Age Health.

During the Option Term, Lenore Deirdre Bauer is not permitted to sell, transfer or

otherwise dispose of any interest in the Option Shares other than pursuant to the exercise

of the Option by Bevan John Walsh.

A copy of the entire Share Transfer Agreement consisting of two (2) pages has been

provided with this notice.

Details after relevant event

Details for Lenore Deirdre Bauer

Nature of relevant interest(s): Registered holder and beneficial owner of Shares. Of

these, Lenore’s interest in 49,317 Shares (being the Option Shares defined above) is

subject to the restrictions on disposal set out in the Share Transfer Agreement (a copy of

which is attached to this disclosure). The restriction on Lenore’s power to dispose of the

Option Shares will continue for the Option Term (as defined above).

For that relevant interest,—

(a) number held in class: 1,891,353

(b) percentage held in class: 19.000%

(c) current registered holder(s): Bevan John Walsh (as to 1,734,853 Shares) and

Lenore Deirdre Bauer (as to 156,500 Shares)

(d) registered holder(s) once transfers are registered: Lenore Deirdre Bauer

Nature of relevant interest(s): Beneficial interest in 732.35393202 Shares which are

held by Sharesies Nominee Limited on behalf of Lenore Deirdre Bauer.

For that relevant interest,—

(a) number held in class: 732.35393202

(b) percentage held in class: 0.007%


3

(c) current registered holder(s): Sharesies Nominee Limited

(d) registered holder(s) once transfers are registered: N/A

Additional information

Address(es) of substantial product holder(s):

48B Kerikeri Inlet Road

Kerikeri

New Zealand

Contact details: Lenore Deirdre Bauer, telephone 021-152-3860 and email

lenorebauer@icloud.com

Name of any other person believed to have given, or believed to be required to give, a

disclosure under the Financial Markets Conduct Act 2013 in relation to the financial

products to which this disclosure relates: Bevan John Walsh

Certification

I, Lenore Deirdre Bauer, certify that, to the best of my knowledge and belief, the

information contained in this disclosure is correct and that I am duly authorised to make

this disclosure by all persons for whom it is made.

Share Transfer Agreernent
Farties:Lenore Deirdre

Bauer

(Lenore)

Bevan John

Walsh

(Bevan)

(together,

the Parties)

As

part

of the Parties' settlement of

their relationship

property

separation matters,

the

Parties

have agreed

certain

matters conceming

shares in Third Age

Health

Services Limited

(TAH)

as

set out in

this

agreement.

1" .dgreement to transfer

shares

On or

as soon as

possible

after

the date

of this

agreernent, Bevan will transfer

I,734,853

ordinary shares

in TAH

(the

Settlement

Shares) to Lenore.

The transf,er of the Settlement

Shares to Lenore will extinguish

Lenore's beneficial ownership

(arising

from

previous

informal

agreements relating to

relationship

property

matters between

the

Parties, as

previously

disclosed by

the Parties and TAID

in 1,514,972 TAF{ shares

which

are

legally

ovsned by

Bevan.

2" Option

Following

the transfer of the

Settlement Shares,

Bevan will have the option to aequire

up to

149,317 TAII shares, representing 13%

of the total

issued share capital of TAH as

at the date

of

this

agreement

(the

Option Shares), on

the following terms

(the

Option):

(a)

subject

to the conditions

below, Bevan may

exercise the Option in one

acquisition, or in

a

number

of

smaller acquisitions,

at

any

time

prior

to

30 September

2027

(or

such later

date agreed between the Parties)

(the

Option

Terrn);

(b)

the

Option

may be exercised by

Bevan

by

giving

notice in writing to Lenore which sets

out the number of Option Shares

to be acquired and

the

price

payable

for

those Option

Shares

(calculated

based on

paragraph (c)

below)

(the

Exercise Notice);

(c)

the

price payable

by

Bevan to Lenore for each Option

Share will be the then current

share

price

for TAH shares as

listed

on

the

TAH page of

the

NZX

Main

Board at9am

on the date of the

Exercise

Notice; and

(d)

Bevan must

pay

the relevant aggregate

price

for the Option Shares set out

in an

Exercise Notice and

(subject

to that

payment)

Lenore must transfer the relevant

number

of Option Shares

to Bevan on the

later of:

(i)

the date five

(5)

business

days after the date of

the Exercise Notice; and

(ii)

the date five

(5)

business

days after the date of satisfaction of any applicable

conditions

as set

out below.

Any exercise of the Option and

acquisition of Option Shares by Bevan

is

subject

to the

following conditions

precedent which

must be satisfied

within

90

days

after

the

date

of an

ffi^M

Exercise Notice
(failing

which

any

exercise

of

the Option

or

obligation to sell

or

purchase

Option

Shares shall be of

no further

force or effect):

(a)

compliance with

TAH's

applicable share

trading

policies

and

approval

requirements,

including:

i.

TAH's Financial

Products

Trading

policy;

and

ii. TAH's Additional

Trading Restrictions

for

Restricted

Persons; and

(b)

compliance

with any

applicable

obligations

and requirements

under

the Takeovers

Code

or any

other legislation

or applicable

listing rules.

The number of Option

Shares

will be adjusted

to reflect

any

reorganisation or

restructure

of

TAF{'s share capital,

whether

through a

oonsolidation,

subdivision,

buyback, cancellation

or

otherwise.

During the Option

Term, Lenore

will

not

sell,

transfer

or otherwise

dispose

of any

interest

in

the Option

Shares other than

to Bevan

in

accordance

with the exercise

of the

Option.

The Option

granted

under this

agreement

is

personal

to

Bevan and

cannot be transfened

to

any

other

person.

Any

rights

in

Option

Shares will

therefore immediately

terminate

upon

the

event of Bevan's death.

Other

than as set

out above,

Fevan

will have

no right, title

or interest

in, or control

over,

the

Option

Shares and,

in

particular, will not have

any right to

exercise, or

influence the

exercise,

of

any vote attaching

to the

Option Shares

unless

and until Bevan

acquires

legal title

to those

Option

Shares following

exercise

of the Option.

3. Other

The Parties have agreed

to share

equally, the

costs of

negotiating and

implementing

this

agreement,

including

the costs

associated

with

preparing

and making

any necessary

regulatory

or

other filings

and disclosures

in relation to the

transactions

contemplated

by this

agreement. The

Parties

will each

procure

that

such filings and

disclosures

are

made

promptly.

The Parties agree

that this

agreement is

entered

into in full and

final settlement of

any and

all

claims that they

may have

against

the other in

relation to the shares

in TAH held by

them

prior

to

the

date

of this

agreement.

Executed as an

agreement:

&Pr'-

Walsh

Lenore Deirdre

Bauer

Date

Date

13/11/25

13/11/25

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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