Notice of Meeting
Notice of Annual Meeting of Shareholders1
Notice of Annual Meeting
of Shareholders 2026
Notice of Annual Meeting of Shareholders2
20 March 2026
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/sum26
Physical Location: Mākaro Room, Ground Floor, Wharewaka Function Centre,
Taranaki Wharf, 2 Taranaki Street, Waterfront, Wellington
When:
Tuesday, 21 April 2026 at 2:30pm (New Zealand time)
Summerset CEO, Scott Scoullar, and I, will talk about Summerset’s performance during the 2025
financial year and our plans for 2026. 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 Pension & Market
Services by 2.30pm (New Zealand time) on Sunday 19 April 2026.
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. That the Board is authorised to fix the auditors’ remuneration.
2. Having retired, that Dr Andrew Wong be re-elected as a Director of Summerset, noting that it is
intended that this will be his final term.
3. Having retired, that Venasio Crawley be re-elected as a Director of Summerset.
4. Having retired, that Fiona Oliver be re-elected as a Director of Summerset.
5. That the maximum aggregate amount of remuneration payable by Summerset to Directors (in their
capacity as Directors) be increased by NZ$134,000 per annum (plus GST, if any), from NZ$1,010,000
to NZ$1,144,000 per annum (plus GST, if any).
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
20 March 2026
Notice of Annual Meeting of Shareholders
Notice of Annual Meeting of Shareholders3
Dr Andrew Wong BHB, MBChB, MPH, FNZCPHM (ret)
Non-executive Director
Independent
Term of Office: Appointed Director on 1 March 2017, re-elected 27 April 2017,
29 April 2020 and 26 April 2023
Board Committees: Clinical Governance Committee, Development &
Construction Committee
Dr Andrew Wong is the Managing Director of Allevia Health, a private healthcare investment
company. He qualified as a specialist medical practitioner with a Masters in Public Health, and with a
Fellowship of the New Zealand College of Public Health Medicine.
He has extensive experience in strategic planning and implementation, business development,
leadership and operational management. This has been gained over a 30 year career in public and
private health both in New Zealand and overseas.
He is a director of a number of companies through his Allevia Health role. These include Auckland
Radiation Oncology, Allevia hospitals, Kensington Hospital and Allevia Radiology. Other present and
past directorships include companies providing services in the areas of interventional cardiology,
cancer care, healthcare property development, medical supplies, day and inpatient surgery and
endoscopy, and veterinary medicine. He has held government appointments with Health Workforce
New Zealand and the Health Innovation Hub, as well as sitting on the Executive of the New Zealand
Private Hospitals Association and as an Adjunct Professor of AUT.
Andrew has been a director of Summerset since 2017.
Ordinary Resolution 1
Pursuant to the Companies Act 1993, PwC are automatically reappointed at the Annual Meeting as
auditors of Summerset. The proposed resolution is to authorise the Directors to fix the remuneration of
the auditors, PwC.
Ordinary Resolutions 2-4: 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.
Dr Andrew Wong, Vena Crawley and Fiona Oliver retire in accordance with NZX Listing Rule 2.7.1 and offer
themselves for re-election.
The Board has determined that each of Andrew, Vena and Fiona qualify as Independent Directors and
unanimously support their re-election.
The Board notes that, if re-elected, Andrew will have served as a Director for 10 years on 1 March 2027.
Although Summerset’s Board Charter provides that Directors will not generally hold office for more than 10
years, the Board has requested that Andrew stand for re-election due to the valuable role that he performs
as a member of the Clinical Governance Committee and Development & Construction Committee. He has
a unique set of skills and experience. The Board is supporting his re-election in the knowledge that Marie
Bismark’s final term of 3 years ends in 2027 as noted at the 2024 Annual Meeting. If reappointed, it is intended
that this will be his final term.
Explanatory Notes
Notice of Annual Meeting of Shareholders4
Venasio-Lorenzo (Vena) Crawley MBA, BA
Non-executive Director
Independent
Term of Office: Appointed Director on 1 February 2020, re-elected 29 April
2020 and 26 April 2023
Board Committees: Development & Construction Committee, Audit & Risk
Committee, People & Culture Committee, Clinical Governance Committee
Vena is a member of all the Summerset sub-committees. He has career experience in multiple
sectors that include banking & financial services, oil & energy, health, education and retail.
He is an independent director at Orion NZ, Variety Children’s Charity and Southern Cross Health
Society, a member of the Institute of Directors Pacific Governance Advisory Board, and Chair of the
AUT Business School Industry Advisory Board. He also completed a term as a Future Director for The
Warehouse Group.
Vena completed his executive career as the Chief Customer Officer at Contact Energy with the
successful turnaround of their Retail, LPG, Broadband, and Commercial and Industrial businesses. He
retired from that role in April 2021.
He has international experience working in the United Kingdom, Australia and NZ markets and
has diverse skills in profit growth strategy, transformation, technology, digital, data monetisation,
operations, logistics, marketing and his passion - customer experience.
Vena has been a director of Summerset since 2020.
Fiona Oliver LLB, BA, CFInstD
Non-executive Director
Independent
Term of Office: Appointed Director on 1 March 2023, re-elected 26 April 2023
Board Committees: Audit & Risk Committee (Chair), Development &
Construction Committee
Fiona is the Chair of Summerset’s Audit & Risk Committee. Fiona is an experienced professional
director with a governance career spanning a variety of sectors, including renewable energy, natural
gas, technology, commercial property, financial services, professional services, and sport. These
roles, ranging from Board Member to Audit & Risk Committee Chair, have been in commercial, public
sector and not-for-profit entities. Fiona’s current directorships include Freightways (NZX), Gentrack
(NZX/ASX), three Fisher Funds (NZX) entities, Clarus (formerly First Gas group), and the New Zealand
Superannuation Fund. Fiona was also previously on the board of Wynyard Group Limited (in liquidation).
The Board regularly reviews Director commitments and believes that Fiona’s current portfolio of roles
allows her to remain fully engaged and effective in her oversight of the Company. Fiona has advised
that two of her existing external roles are anticipated to conclude during the proposed term, which
will further support her ongoing capacity to fulfil her duties as a Director.
Fiona has held Executive leadership roles in funds management for Westpac (BT Funds Management)
and AMP in New Zealand. She has also held commercial roles in asset management and private
equity in Sydney and London. Prior to her management career, Fiona practised as a senior corporate
and commercial lawyer in New Zealand and overseas, specialising in mergers and acquisitions.
Fiona has been a Director of Summerset since 2023.
Notice of Annual Meeting of Shareholders5
Ordinary Resolution 5
The Board recommends to shareholders that the maximum annual Directors’ remuneration payable to all
Directors of Summerset taken together (“fee pool”) be increased from the current level of NZ$1,010,000 to
NZ$1,144,000 (plus GST, if any). This reflects a total increase of NZ$134,000 to the current approved fee pool
plus any GST payable on the fee pool (an increase of 13.27%).
The current standard Directors’ fees per annum are as follows (plus GST):
• Chair NZ$220,000
• Non-executive Director NZ$100,000
• Chair of Audit & Risk Committee NZ$20,000
• Chair of Clinical Governance Committee NZ$20,000
• Chair of People & Culture Committee NZ$20,000
• Chair of Development & Construction Committee NZ$20,000
• Committee member NZ$10,000
The Committee member fee is payable to Directors (other than the Chair) who are a member of a standing
Committee. The fee is currently payable as a single fee per Director (i.e. if a Director is a member of two
Committees, they only receive a single fee of NZ$10,000 plus GST).
For Directors resident in Australia (currently Stephen Bull), their remuneration is paid in Australian dollars at the
appropriate equivalent dollar amount as is paid to New Zealand Directors.
In 2025, annualised standard Directors’ fees were NZ$986,914 (plus GST), taking into account the foreign
exchange rate applicable to the Directors’ fees paid in Australian dollars.
The fee pool was last increased in April 2024. Since then, Summerset has grown significantly, with total
assets rising alongside net tangible assets (NTA), which increased from NZ$11.33 per share in mid-2024 to
approximately NZ$13.75 by the end of 2025, reflecting sustained development activity and value creation
across the portfolio. Over the same period, the scale and complexity of the business has expanded materially,
with the portfolio growing from 7,723 to 8,673 across retirement and aged care units, including significant new
village deliveries in New Zealand and our expansion into Australia. In terms of complexity, the governance
demands on the Board have also intensified as Summerset navigates the increasingly complex aged care
regulatory environment in Australia, adding further oversight and compliance responsibilities. This operational
and strategic growth, has been reflected by a step change in market capitalisation, which increased from
around NZ$2.23 billion in mid-2024 to approximately NZ$2.96 billion by the end of 2025, supporting an
appropriate adjustment to Board remuneration.
In making this recommendation, the Board has considered a Non-Executive Director Fee Review report
prepared by Ernst & Young Limited for the People & Culture Committee. The purpose of this report was to
benchmark the fees paid to Summerset’s Directors against a peer group of NZX-listed companies selected
on the basis of comparable market capitalisation. In accordance with the commentary to Recommendation
5.1 of the NZX Corporate Governance Code, a summary of Ernst & Young Limited’s report is attached and is
also available on Summerset’s investor website at www.summerset.co.nz/directorsfeesummary. It should be
noted that the Company continues to grow and in particular has invested in, and is developing, an increasing
proportion of assets in Australia. It is also worthy of note that the imposts of time, and the impacts of inflation,
have meant that Director remuneration for Summerset has tended to lag that of other listed companies.
It is proposed that the fee increases will be applied over a two year period, not all at once.
Notice of Annual Meeting of Shareholders6
The proposed standard Directors’ fees per annum effective from 1 May 2026 are as follows:
• Chair NZ$240,000
• Non-executive Director NZ$110,000
• Chair of Audit & Risk Committee NZ$24,000
• Chair of Clinical Governance Committee NZ$20,000
• Chair of People & Culture Committee NZ$20,000
• Chair of Development & Construction Committee NZ$20,000
• Committee member NZ$10,000
As noted above, currently the Committee member fee is payable to Directors (other than the Chair) who
are a member of a standing Committee, and is only payable as a single fee whether or not a Director sits on
more than one Committee and this will continue until 30 April 2027. From 1 May 2027, it is proposed that the
Committee member fee is payable in respect of each Committee that a Director is a member of (this would
continue to exclude the Chair).
It is intended that Directors resident in Australia continue to be paid in Australian dollars at the appropriate
equivalent dollar amount as is paid to New Zealand Directors. This reflects differences in taxation and
currency and is regarded as appropriate given Summerset’s investments in Australia.
The above proposal reflects percentage aggregate fee increases relative to current aggregate fees as follows
(in each case, excluding any headroom):
• from 1 May 2026, aggregate fees of NZ$1,044,000, relative to current aggregate fees of NZ$960,000 –
an increase of 8.75%; and
• from 1 May 2027, aggregate fees of NZ$1,094,000, relative to current aggregate fees of NZ$960,000 –
a cumulative increase of 13.96%.
When the proposed increases have taken effect in full, in May 2027, the Director fee positioning compared
to market is expected to be aligned to the current median based on the Non-Executive Director Fee Review
report (which will by then be 12 months out of date).
In addition to providing for the proposed increases, the proposed change to the fee pool, if approved, will
continue to provide NZ$50,000
1
of headroom in order to allow for currency fluctuations and for the Board
to approve payments to Directors for assuming additional responsibilities above and beyond the normal
duties of either the Board or any standard Committee. These payments will only be approved in the event
of commitments such as significant strategic work or projects. The headroom will also allow for handover
period(s) for Director succession over the relevant period.
Summerset will disregard any votes on Ordinary Resolution 5 by:
1. any Director of Summerset; and
2. any Associated Person (as defined in the NZX Listing Rules) of any Director of Summerset,
except where any such vote is cast by the Director or an Associated Person of a Director as proxy for a
person who is entitled to vote and the Director or that Associated Person votes in accordance with express
instructions to vote for or against Ordinary Resolution 5 on the proxy form.
1
The amount of headroom may vary depending on the foreign exchange rate applicable to the Directors’ fees paid in Australian dollars to the
Australian Directors.
Notice of Annual Meeting of Shareholders7
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 Pension & Market Services at
www.virtualmeeting.co.nz/sum26.
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 www.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 them 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 they see 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 Pension & Market
Services, 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 registrar no later than 2.30pm (New
Zealand time) on Sunday 19 April 2026. 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 2026. 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
Non-Executive Director
Fee Review Summary
Report
Summerset Group Holdings Limited
9 March 2026
Summerset Group Holdings Limited
Non-Executive Director Fee Review EY 2
Executive summary
Summerset Group Holdings Limited (Summerset) has engaged Ernst & Young Limited (EY) to
prepare a report in relation to their Non-Executive Director (NED) fees. We confirm our report has
been prepared independently and is not subject to any influence from management or any Board
member of Summerset, or any third party.
Approach and review inputs
The comparator group agreed with Gráinne Troute of Summerset on 22 January 2026 comprises 14
organisations that are within 50% to 200% of Summerset’s market capitalisation. We used market
capitalisation data from the NZX website as at 12 January 2026 for our analysis, Appendix A sets
out the details of these organisations. Comparing this group to the one used in the 2024 review, all
but three organisations were retained;
▪ Oceania Healthcare is now below 50% of Summerset’s market capitalisation.
▪ Arvida was acquired by Stonepeak and Manawa Energy was acquired by Contact Energy.
Two organisations were added to the sample (Ebos Group Limited and Spark New Zealand Limited)
as they are both within 50% and 200% of Summerset’s market capitalisation. Although their market
capitalisation is within the relevant range, Ventia was not included as it is an Australian company,
with a secondary listing on the NZX.
The market information pertaining to fee practices within the comparator organisations has been
sourced from the most recent financial year-end publicly disclosed annual reports, supplemented
with data from EY’s Directors’ fees database where required.
We acknowledge that there is a time lag in remuneration disclosures from the chosen organisations.
Generally, EY does not support ‘ageing’ market data to account for this time lag. The data used in
this analysis has not been aged.
Our analysis provides market data based on the agreed comparator group for the following:
▪ Board Chair (Chair) fees
▪ Non-Executive Director (NED) fees
▪ Audit & Risk Committee fees
▪ People, Remuneration & Culture Committee fees
▪ Clinical Governance Committee fees
▪ Development & Construction Committee fees.
Current organisation positioning compared to the comparator group
The table below compares Summerset’s organisation metrics to the market.
Market capitalisation ($’m) Revenue ($’m) Total assets ($’m)
Summerset 3,025 320 8,066
Lower quartile 2,313 325 3,429
Median 3,050 1,057 5,399
Upper quartile 4,292 3,709 7,654
Position Aligned to the median Aligned to the lower quartile Above the upper quartile
Summerset Group Holdings Limited
Non-Executive Director Fee Review EY 3
Current fee positioning compared to the comparator group
The table below compares the current fee positioning for the Chair and NEDs to the market. We
understand that Summerset’s policy is to benchmark to the median, therefore we have provided the
median datapoint from the comparator group.
Chair fee policy ($) NED base fee policy ($) Average of NED fee ($)
Summerset 220,000 100,000 123,333
Market
median
213,000 108,500 135,367
Position Aligned to the median Aligned to the lower quartile Aligned to the lower quartile
Audit & Risk Committee
Chair ($)
People, Remuneration &
Culture Committee Chair
($)
Clinical Governance Chair
($)
Development &
Construction Chair ($)
Summerset 20,000 20,000 20,000 20,000
Market
median
24,000 20,000 20,400
Position
Aligned to the lower
quartile
Aligned to the lower
quartile and median
Aligned to the lower quartile and the median
Audit & Risk Committee
Member ($)
People, Remuneration &
Culture Committee
Member ($)
Clinical Governance
Member ($)
Development &
Construction Member ($)
Summerset 10,000 paid to Directors regardless of number of committees
Market
median
13,240 10,300 11,990
Position
Aligned to the lower
quartile
Aligned to the lower
quartile and the median
Aligned to the LQ and the median
▪ Average NED fees are calculated by dividing the total annual fee policy, which comprises the
NED base fee and committee fees by the number of NEDs on the Board and each committee. At
Summerset, both average fees and base fees are positioned at the lower quartile. Summerset
pays a set fee of $10,000 to any board member who is part of a committee, regardless of how
many committees they are members of. This practice is not observed in the comparator group
and reduces Summerset’s average NED fees relative to the comparator group, where the norm is
to pay a separate fee for each committee membership.
▪ We have also included information on ‘other’ committees operated within the comparator group,
as additional reference point to Summerset’s Clinical Governance and Development and
Construction Committees which are not common in the comparator group.
Considerations
When interpreting the market data, Summerset may wish to consider:
▪ Size and complexity relative to the comparator group: including market capital, assets, and
revenue. For listed companies, market capitalisation is an appropriate comparator, of which
Summerset is aligned to the median of the comparator group.
▪ Current fees: in comparison to the comparator groups. The NED base fee and the average of
NED base fee policy are aligned to the lower quartile. We understand Summerset’s approach has
been to set the Board Chair fee at twice the lowest likely NED outcome. The resulting outcome
for the Chair currently aligns to the median of the comparator sample.
Summerset Group Holdings Limited
Non-Executive Director Fee Review EY 4
▪ Workload: The workload as defined by number of meetings per annum for Summerset’s
committees is broadly aligned to the median or upper quartile. The Clinical Governance and
Development and Construction meetings are below the lower quartile and Board meetings which
is aligned to the lower quartile.
▪ Frequency of fee reviews: Summerset reviews their fees approximately every two years.
Thank you for the opportunity to assist Summerset with this assignment.
Una Diver
Partner – Reward
Ernst & Young Limited
Click or tap here to enter text.
Summerset Group Holdings
Non-Executive Directors’ Fee Review
EY 5
Appendix A
Comparator group
Organisation
Market
capitalisation ($m)
Revenue ($m) Assets ($)
Ebos Group Limited 5,644 12,267 8,471
Port of Tauranga Limited 5,275 465 3,001
Vector Limited 4,900 1,104 6,922
Spark New Zealand Limited 4,347 3,725 4,525
Fletcher Building Limited 4,128 6,994 7,898
Chorus Limited 4,079 1,010 6,012
Goodman Property Trust 3,062 278 4,785
Ryman Healthcare Limited 3,037 771 12,063
Genesis Energy Limited 2,718 3,662 6,102
Freightways Group Limited 2,539 1,290 1,381
Precinct Properties NZ Ltd 2,237 266 3,699
Air New Zealand Limited 1,908 6,800 8,731
Kiwi Property Group Limited 1,748 264 3,339
Vital Healthcare Property Trust 1,620 151 3,305
Lower quartile 2,313 325 3,429
Median 3,050 1,057 5,399
Upper quartile 4,292 3,709 7,654
Summerset Group Holdings
3,025 320 8,066
Aligned to 99% of
the median
Aligned to 30% of
the median
Aligned to 149% of
the median
Click or tap here to enter text.
Summerset Group Holdings
Non-Executive Directors’ Fee Review
EY 6
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organization, please visit ey.com.
Our report may be relied upon by Summerset Group Holdings Limited for the
purpose of understanding the remuneration market for NED fee practices only
pursuant to the terms of our engagement letter dated 14 January 2026. We
disclaim all responsibility to any other party for any loss or liability that the other
party may suffer or incur arising from or relating to or in any way connected with
the contents of our report, the provision of our report to the other party or the
reliance upon our report by the other party.
© 2026 Ernst & Young, New Zealand.
All Rights Reserved.
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Go online to vote.cm.mpms.mufg.com/SUM to appoint your proxy
LODGE YOUR PROXY
Proxy Form for Summerset Group Holdings Limited 2026 Annual Shareholders’ Meeting
The Annual Shareholders’ Meeting of Summerset Group Holdings Limited (“Summerset”) will be held at Mākaro Room, Ground Floor, Wharewaka Function
Centre, Taranaki Wharf, 2 Taranaki Street, Waterfront, Wellington and online via the MUFG Pension & Market Services virtual meeting platform at
www.virtualmeeting.co.nz/sum26 at 2.30pm (New Zealand time) on Tuesday, 21 April 2026 (“the Meeting”). You will require your CSN/Holder Number for
verification purposes.
If you cannot attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to be received by Summerset’s share registrar, MUFG Pension & Market Services, by no later than 2.30pm on Sunday, 19 April 2026. 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.
Tuesday 21 April 2026 at 2.30pm (New Zealand time)
Mākaro Room, Ground Floor, Wharewaka Function Centre,
Taranaki Wharf, 2 Taranaki Street, Waterfront, Wellington
www.virtualmeeting.co.nz/sum26
Appointment of proxy
If you are entitled to vote at the Meeting, you may appoint a proxy to attend
the Meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint the
Chair of the Meeting as your proxy or as alternative to your named proxy.
The Chair of the Meeting intends to vote all discretionary proxies in favour
of the relevant resolution, unless specifically excluded.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy how to vote on any particular matter, then
your proxy will abstain from voting. If you make more than one election in
respect of a resolution your vote will be invalid on that resolution. If this
Proxy Form is returned duly signed by a shareholder with voting instructions
included, but without specifying a person that is appointed as proxy, the
Chair of the Meeting is deemed to be the proxy for the purpose of that form,
but only to vote to the extent of the voting instructions provided.
Voting exclusions
Summerset will disregard any votes on Ordinary Resolution 5 by any
Director of Summerset and any Associated Person (as defined in the NZX
Listing Rules) of any Director of Summerset, except where any such vote
is cast by the Director or an Associated Person of a Director as proxy for a
person who is entitled to vote and the Director or that Associated Person
votes in accordance with express instructions to vote for or against Ordinary
Resolution 5 on the proxy form.
Attending the meeting
If you plan to attend the Meeting in person, please bring this form with you
as the barcode will assist in your registration.
If you plan to attend the Meeting virtually, you can join via the MUFG
Pension & Market Services virtual meeting platform at
www.virtualmeeting.co.nz/sum26.
You will require your CSN/Holder Number for verification purposes.
A corporation may appoint a person as its representative to attend and vote
at the Meeting in the same manner as that in which it could appoint a proxy.
That person need not also be a shareholder.
Signing instructions for this form
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, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.
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
MUFG Pension & Market Services), 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.
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Step 1 Appoint a Proxy / Corporate Representative
I/We being a shareholder/s of Summerset Group Holdings Limited hereby appoint:
Name
or failing them:
Email Address
Name Email Address
as my/our proxy to vote for me/us on my/our behalf at the Meeting of Summerset to be held at 2.30pm on Tuesday, 21 April 2026, and at any adjournment of
that Meeting.
Step 2 Items of Business – Voting Instructions
Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want them to decide how to vote on the resolution, tick the
box “Proxy’s Discretion”. Please note for each resolution you must tick one box. If no box is ticked in relation to a resolution, your vote will be deemed to be
abstain on that resolution. The resolutions are stated briefly. Please refer to the Notice of Meeting for the full text of the resolution and explanatory notes.
Step 3 Shareholder Questions
Shareholders attending the Meeting virtually, or in person, will have the opportunity to ask questions during the Meeting. If you cannot attend the Meeting but
would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/SUM and completing the online validation process or
complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed. Questions that are being provided in advance
of the meeting will need to be submitted so as to be received by 2.30pm on Sunday, 19 April 2026. After this time, shareholders or their proxy may still ask
questions at the meeting. The Board will endeavour to address and answer questions at the Meeting.
Question:
Step 4 Signature of Shareholder(s) This section must be completed
Shareholder 1
or duly authorised officer or attorney
Shareholder 2
or duly authorised officer or attorney
Shareholder 3
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:
To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. 1. That the Board is authorised to fix the auditors’ remuneration.
2. 2. Having retired, that Dr Andrew Wong be re-elected as a Director of Summerset, noting that
it is intended that this will be his final term.
3. 3. Having retired, that Venasio Crawley be re-elected as a Director of Summerset.
4. 4. Having retired, that Fiona Oliver be re-elected as a Director of Summerset.
5. 5. That the maximum aggregate amount of remuneration payable by Summerset to Directors
(in their capacity as Directors) be increased by NZ$134,000 per annum (plus GST, if any),
from NZ$1,010,000 to NZ$1,144,000 per annum (plus GST, if any).
6.
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.