Radius Residential Care Limited logo

Notice of Meeting

AGM28 July 2022RADHealthcare

Thursday 1 September 2022
10:30am

Eden Park

Enter via Gate G, World Cup Lounge West,

Level 4, South Stand, Reimers Avenue,

Kingsland, Auckland.

https://meetnow.global/nz

Radius Care is monitoring the situation in New Zealand with regard to COVID-19. In the event of any significant

developments, Radius Care may, in its sole discretion, elect to hold the Meeting as an online only meeting if it

considers there are potential risks to the health of the meeting attendees or if an in-person meeting is prohibited by

law. In such circumstances, Radius Care will provide Shareholders with as much notice as is reasonably practicable by

way of an announcement to NZX and on Radius Care’s website at www.radiuscare.co.nz.

OTHER IMPORTANT DATES

(All times are given in New Zealand time)

• Latest time for receipt of proxy appointments

—10.30am, Tuesday 30 August 2022

• Record date for voting entitlements

—5.00pm, Tuesday 30 August 2022

Notice of

Meeting

ANNUAL MEETING

OF SHAREHOLDERS 2022

Notice Of Meeting
A. Chairman’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 be re-elected as a Director

of Radius Care.

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 Meeting.

By order of the Board of Radius Residential

Care Limited.

Brien Cree

Executive Chairman

28 July 2022


Business

2

Caring is our calling

Radius Residential Care
3

Notice 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 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. However, at the

time of Radius Care’s NZX listing on 10 December

2020 each of Brien Cree, Duncan Cook, Tim Sumner

and Bret Jackson had been in office for more than

three years without re-election. Therefore, to facilitate

a more orderly re-election process, the Board

determined that, subject to the relevant Director not

having resigned or retired, two of Brien Cree, Duncan

Cook, Tim Sumner and Bret Jackson would stand

for re-election at the 2021 annual meeting and the

remaining two Directors would stand for re-election

at the 2022 annual meeting. Brien Cree and Duncan

Cook stood for re-election last year. Tim Sumner retired

from the Board in February 2022, and is not seeking

re-election to the Board. Accordingly, Bret Jackson

retires and stands for re-election by shareholders.

Bret is standing for re-election with the support of the

Board, having considered tenure, contribution to the

Board, attendance, experience, other commitments and

positions, and performance generally.

Explanatory Notes

Resolution 2: Re-election of Bret Jackson

Term of Office

Bret Jackson has been a Director of

Radius Care since 2014.

Board Committees

• Audit and Risk Committee

• Remuneration and People Committee

Background

He 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.

At the time of Radius Care’s NZX listing in 2020, Knox Investment Partners, a private equity firm associated

with Bret Jackson, held 15.2% of the company’s issued shares through Knox Fund IV NZD LP and Knox Fund IV

AUD LP (the “Knox Funds”). Following an in-specie distribution in December 2021 the Knox Funds no longer

hold any Radius Care shares and Knox Investment Partners no longer has a relevant interest in any Radius Care

shares. Given the Knox Funds ceased to be a Substantial Product Holder of Radius Care in December 2021, and

having regard to the definition of “Independent Director” in the NZX Listing Rules, and factors that may impact

director independence in the NZX Corporate Governance Code, the Board has determined that Bret Jackson is

an “Independent Director”.

The Board unanimously recommends that shareholders vote in favour of Resolutions 1 and 2.

Notice Of Meeting
Procedural Notes and Other Information

EXPLANATORY NOTES

Explanatory Notes relating to the resolutions are

attached to and form part of this Notice of Meeting.

ATTENDANCE

All Shareholders who are registered as at 5.00pm (New

Zealand time) on Tuesday 30 August 2022 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 regarding virtual

attendance at the Meeting (including how to vote

and ask questions virtually during the Meeting) is

available through the Virtual Meeting Guide. 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 Eden Park, World Cup Lounge

West, Level 4, South Stand, Reimers Avenue,

Kingsland, Auckland.

Radius Care may, in its sole discretion, elect to hold

the Meeting as an online only meeting if it considers

there are potential risks to the health of meeting

attendees or if an in-person meeting is prohibited

by law, as a result of significant developments in the

COVID-19 situation in New Zealand and restrictions on

the size of public gatherings. In such circumstances,

Radius Care will provide Shareholders with as much

notice as is reasonably practicable by way of an

announcement to NZX and on Radius Care’s website

at www.radiuscare.co.nz.

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. The notice appointing

a proxy or representative must be received by

Computershare Investor Services Limited not later

than 10.30am (New Zealand time) on Tuesday 30

August 2022. 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 need not 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 Chairman of the Meeting will act as your proxy.

You may appoint the Chairman of the Meeting

as your proxy. If you appoint the Chairman 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 and 2 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 or by proxy.

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

---

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 Chairman 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 Chairman of the meeting will be your proxy and will

vote in accordance with your express instructions. If appointed as a

discretionary proxy, the Chairman 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, 30th August 2022.

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.

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.

* The resolutions above are stated in brief. Please refer to the Notice of Meeting for the full text of the resolutions and the

explanatory 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 meeting of

Shareholders of Radius Care to be held at Eden Park, World Cup Lounge West, Level 4, South Stand, Reimers Avenue, Kingsland,

Auckland and virtually at https://meetnow.global/nz (refer to the Notice of Meeting and Virtual Meeting Guide) on Thursday, 1st

September 2022 commencing at 10:30am and at any adjournment of that meeting.

Meeting of Shareholders of Radius Care to be

held at Eden Park, World Cup Lounge West,

Level 4, South Stand, Reimers Avenue, Kingsland,

Auckland on Thursday, 1st September 2022

commencing at 10.30am.

I/We being a securityholder/s of Radius Residential Care Limited

ORDINARY RESOLUTIONS*

ForAgainst

Proxy

Discretion

Abstain

1. 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. That Bret Jackson be re-elected as a director of Radius Care.

ATTENDANCE SLIP

---

Attending the meeting online
Our online meeting provides you the opportunity to

participate online using your smartphone, tablet or computer.

If you 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.

HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

Visit https://meetnow.global/nz

When successfully authenticated, the home screen

will be displayed. You can watch the webcast, vote,

ask questions, and view meeting materials in the

documents folder. The image highlighted blue

indicates the page you have active.

The webcast will appear and begin automatically

once the meeting has started.

Voting

Resolutions will be put forward once voting is

declared open by the Chair. Once the voting has

opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the

options shown on screen. You can vote for all

resolutions at once or by each resolution.

Your vote has been cast when the green tick appears.

To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting

r

emotely is eligible to ask a question.

S

elect the Q&A tab and type your question into the

box at the bottom of the screen and press 'Send'.

Navigation

Access

Access the online meeting at

https://meetnow.global/nz, and select the required

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 the 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 complete all the relevant fields

including title, first name, last name and email

address.

Please note, guests will not be able to ask questions

or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the

meeting to access the online meeting. Click on the

link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please

c

all +64 9 488 8700.

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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