Notice of Meeting
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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