Third Age Health Services Limited logo

Third Age Health 2024 AGM

AGM25 July 2024TAHConsumer Discretionary

LODGE YOUR PROXY
Online:

https://investorcentre.linkgroup.nz/voting/TAH

Scan & email:

meetings@linkmarketservices.com Mail:

Use the enclosed reply paid

Deliver: envelope or address to:

MUFG Corporate Markets MUFG Corporate Markets

Level 30, PwC Tower, PO Box 91976

15 Customs Street West, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online


General Enquiries

+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM FOR THIRD AGE HEALTH SERVICES LIMITED’S ANNUAL SHAREHOLDERS MEETING

The Annual Meeting of Shareholders of Third Age Health Services Limited (Third Age Health) will be held in person at ANZ Pavilions Suite,

Ground Floor, 23 Albert Street, Auckland, on Friday, 23 August 2024, at 1:00pm. Shareholders wishing to attend the annual meeting should

arrive at 23 Albert Street at the appointed time and should bring their proxy voting form with their shareholder number for verification purposes.


If you do not plan to attend the meeting in person but wish to appoint a proxy you can do so online by going to

https://investorcentre.linkgroup.nz/voting/TAH or by scanning the QR code above with your smartphone. You will require your CSN/Holder

number and FIN to securely access the website. A corporation may appoint a person to attend and vote virtually at the meeting as its

representative in the same manner as that in which it could appoint a proxy.


Alternatively, please complete the reverse of this form and return the form intact to MUFG Corporate Markets (formerly Link Market Services)

by no later than 1:00pm (New Zealand time) on Thursday, 22 August 2024. You can still attend the meeting if you appoint a proxy but you will

invalidate the proxy appointment and must vote on the resolutions yourself.


Appointment of proxy

The Chairman of the meeting is willing to act as a proxy for any shareholder who wishes to appoint him. To appoint the Chairman of the

meeting as your proxy, simply write “The Chairman of the meeting”, or appoint another person as your proxy, write the full name of such other

person (as applicable) in the space allocated on this proxy form. The Chairman will vote according to your instructions. If the Chairman is not

instructed how to vote, he will vote at his discretion. Your proxy need not also be a shareholder. If, in appointing a proxy, you do not name a

person as your proxy but otherwise complete this proxy form in full, it will be deemed to be a postal vote.


Voting of your holding

Direct your proxy how to vote by making the appropriate election in respect of each resolution. If you do not tick any box for a particular

resolution, then the proxy will vote or abstain from voting as he or she sees fit. If you make more than one election in respect of a resolution

your vote will be invalid on that resolution. If you tick the ‘Discretion’ box for a particular resolution, or if you do not provide any directions on

how to vote on a resolution, you are directing your proxy to decide how to vote on that resolution on your behalf. If you tick the ‘Abstain’ box for

a particular resolution, you are directing your proxy not to vote on that resolution. If a proxy does not vote on your behalf on a resolution, your

votes will not be counted when calculating the majority of that resolution. A person appointed as a proxy will not be able to vote on

amendments or resolutions from the floor of meeting unless the 'Discretion' box has been ticked.


Postal Vote

As a shareholder entitled to vote at the Annual Shareholders’ Meeting, you are entitled to vote by postal vote. You can cast your postal vote

online or by one of the other methods listed above. If you return your postal vote without indicating how you wish to vote, or your indication on

how to vote is unclear, on any resolution, you will be deemed to have abstained from voting on that resolution. If you complete the postal vote

section and also appoint a proxy, then your postal vote will be cast and your proxy appointment will not be counted, but your proxy may still

attend the meeting on your behalf. If this form is returned duly signed by a shareholder with voting instructions completed but without indicating

that it is a postal vote or proxy has been appointed, it will be deemed to be a postal vote.



Signing instructions for proxy forms

Individual - where the holding is in one name, the shareholder must sign this proxy form.

Joint Holding - where the holding is in more than one name, this proxy form may be signed by, or on behalf of, the joint shareholders (or their

duly authorised attorney).

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 the Registrar), and a signed certificate of non-revocation of the power of attorney must accompany this proxy form.

Corporate Shareholder - this proxy form must be signed on behalf of the company by a duly authorised person acting with the company’s

express or implied authority or executed under the common seal of the corporate shareholder (if it has one).




POSTAL VOTE / PROXY FORM

STEP 1: CHOOSE TO VOTE BY POSTAL VOTE OR APPOINT A PROXY TO VOTE ON YOUR BEHALF

POSTAL VOTING

I wish to vote by postal vote (please tick the box).

My voting intention is indicated in the resolution section below.

APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We being a shareholder/s of Third Age Health Services Limited hereby appoint*:


________________________________________________________of ____________________________________________________

(Full Name) (Address)


As my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions

have been given, or if the 'Discretion' box has been ticked, the proxy may vote as he/she sees fit, to the extent permitted by law) at the annual

meeting of shareholders of Third Age Health Services Limited to be held on Friday, 23 August 2024, at 1:00pm and at any adjournment of that

meeting.

* If your named proxy does not attend the meeting, the Chairman of the meeting will act as your proxy and may only on vote in accordance with

your express direction. If discretion is selected and no proxy in attendance the Chairman will vote in line with the Board recommendation.


STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

Complete this part if you want to direct your proxy as to how the proxy should vote.

Please note: For each resolution you must tick one box. If you mark the abstain box for a resolution, you are directing your proxy not to vote on

your behalf and your votes will not be counted in computing the required majority for that resolution.


VOTING INSTRUCTIONS

To consider and, if thought fit, pass the following ordinary resolutions:


Tick (✓) in box to vote


For Against Abstain Discretion

A. That Bevan John Walsh, who retires at the annual meeting and is eligible for re-election,

be re-elected as a director of Third Age Health.

   

B. That Wayne Geoffrey Williams, who retires at the annual meeting and is eligible for re-

election, be re-elected as a director of Third Age Health.

   

C. That Steffan Crausaz, who retires at the annual meeting and is eligible for re-election, be

re-elected as a director of Third Age Health.

   

D. That the directors be authorised to fix the auditor's fees and expenses for the coming year.

   


The proxy is appointed only in respect of the above meeting or any adjournment thereof.


STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the annual meeting will have the opportunity to ask questions during the annual meeting. If you cannot attend the

annual meeting but would like to ask a question, you can submit a question online by going to https://investorcentre.linkgroup.nz/voting/TAH

and completing the online validation process or by completing the question section below and returning it to MUFG Corporate Markets

(formerly Link Market Services). Shareholder questions will need to be submitted no later than 1:00pm, Thursday, 22 August 2024.


Questions:






STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed

Shareholder 1 Shareholder 2 Shareholder 3


or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney

Contact Name ___________________________________ Contact Daytime Telephone _______________________ Date ____________

Electronic Investor Communications: If you received the Notice of Meeting and this proxy form by mail and wish to receive your future

investor communications by email please provide your email address below.

---

1

Notice of Annual Shareholder Meeting

Third Age Health Services Limited

To be held on Friday 23 August 2024 at 1:00pm

ANZ Pavilions Suite, Ground Floor, 23 Albert Street, Auckland CBD

Notice is hereby given that the 2024 annual meeting of the shareholders of Third Age Health Services Limited

(Third Age Health) will be held in person on Friday 23 August 2024 at ANZ Pavilions Suite, Ground Floor, 23

Albert Street, Auckland, beginning at 1pm.

Items of business

1. Chairman's address

2. CEO's address

3. Financial statements and reports

To receive and consider the financial statements of Third Age Health for the year ending 31 March 2024

and the auditor's report to shareholders.

4. Ordinary resolutions

To consider and, if thought fit, to pass the following ordinary resolutions:

A. Re-election of Bevan Walsh

That Bevan John Walsh, who retires at the annual meeting and is eligible for re-election, be re-

elected as a director of Third Age Health (see explanatory note).

B. Re-election of Wayne Williams

That Wayne Geoffrey Williams, who retires at the annual meeting and is eligible for re-election, be

re-elected as a director of Third Age Health (see explanatory note).

C. Re-election of Steffan Crausaz

That Steffan Crausaz, who retires at the annual meeting and is eligible for re-election, be re-elected

as a director of Third Age Health (see explanatory note).

D. Auditor's remuneration

That the directors be authorised to fix the auditor's fees and expenses for the coming year (see

explanatory note).

5. Shareholder questions and other business

To consider any other matters which can be considered at an annual meeting including any shareholder

questions not previously answered.

Virtual Access


A virtual, ‘listen-only’ online link will be made available on request for any shareholders not able to attend in

person. If you would like to observe the meeting remotely utilizing this online access, please email your request

to investors@thirdagehealth.co.nz with your shareholder number and name, and any questions you would like

answered, by 1pm on Thursday 22nd August 2024 to obtain details. If those listening in virtually wish to vote

they will need to do so in advance or by proxy.

By order of the Board



John Fernandes, Chairman

26 July 2024


2


Explanatory Notes

These notes form part of the notice of meeting.

The resolutions to be voted on at the annual meeting are ordinary resolutions. This means that in order to be approved

more than 50% of the shareholders entitled to vote and voting (either in person or by proxy) must vote in favour of the

resolution. There are no restrictions on any shareholder that prevent them from exercising their vote on any of the

resolutions being considered at the meeting.

Resolution A: Re-election of Bevan Walsh


Bevan Walsh retires due to having held office for three years and, being eligible, offers himself for re-election as a Director.

As Bevan is a major shareholder the Board does not consider him an Independent Director.

A short biography for Bevan is below:

Bevan’s journey in medical services began in 2007 when he established a mobile medical service, providing after-hours

general practitioner home visits. Through this experience, he identified unmet needs within the Aged Residential Care (ARC)

sector. Recognising the demand for a dependable, robust, and unwaveringly client-focused around-the-clock primary care

medical service, Bevan founded Third Age Health in 2010. His goal was to address the unique requirements of New Zealand

ARC providers and their residents in terms of comprehensive Primary Care. Bevan was Chairman of the Board of Third Age

Health from 2013 to 2022.

Bevan is a consummate entrepreneur whose mindset, energy, and passion for doing good are instrumental to the business’

success and growth.

The Board unanimously recommends that shareholders vote in favour of re-electing Bevan Walsh as a director.


Resolution B: Re-election of Wayne Williams


Wayne Williams retires due to having held office for three years and, being eligible, offers himself for re-election as a

Director. The Board considers Wayne to be an Independent Director.

A short biography for Wayne is below:

Wayne was appointed to the Board as an independent Director on 10 June 2021. Formerly a Partner of KPMG, Wayne has 30

years’ experience within the health sector working in line management and consulting roles within primary care, DHBs and

the MOH. Wayne is the former CEO of Alliance Health Plus Trust, a Pacific-led PHO based in South Auckland and is also

currently the Director and Chair of the Finance Audit Risk Committee of Habitat for Humanity Northern Region Ltd. He is a

member of the Institute of Chartered Accountants Australia and New Zealand and a Chartered Member of the Institute of

Directors.

In alignment with the Board’s succession planning process, Wayne has advised the Board that, upon re-election, he will

continue to serve on the Board until a suitable successor is appointed. This process is expected to take place during his

upcoming three-year term. The Board is grateful for Wayne’s dedication and service.

The Board unanimously recommend that shareholders vote in favour of re-electing Wayne Williams as a director.

Resolution C: Re-election of Steffan Crausaz

Steffan Crausaz was appointed as a director by unanimous resolution of the Board in December 2023. Under NZX Listing

Rule 2.7.1 a director appointed by the Board must not hold office (without re-election) past the next Annual Meeting

following the director’s appointment. is required to retire at the annual meeting. Steffan, being eligible for re-election,

offers himself to be re-elected as a Director. The Board considers Steffan to be an Independent Director.




3


A short biography for Steffan is below:

Steffan is a transformative leader in healthcare, with a background ranging from pharmacist to CEO. He is presently

Western Australia State Manager with IMed and known for his strategic vision and ability to drive significant change in the

healthcare and biotech industries. As the former CEO of Tāmaki Health Group, he significantly enhanced operating profits

and margins through strategic growth in services and mergers & acquisitions. His leadership was instrumental in the

development of innovative telehealth options during the COVID-19 crisis. Before Tāmaki, Steffan led Pharmac.

His appointment to the Board of Third Age Health brings a unique combination of clinical and management expertise, poised

to contribute significantly to the organisation's growth and success.

The Board unanimously recommends that shareholders vote in favour of re-electing Steffan Crausaz as a director.


Resolution D: Auditor's remuneration


UHY Haines Norton, Sydney is automatically reappointed as auditor under section 207T of the Companies Act 1993. This

resolution authorises the Board to fix the fees and expenses of the auditor as required by section 207S of the Companies

Act 1993.

The Board unanimously recommends that shareholders vote in favour of this resolution.

Attendance and voting

Attendance

The annual meeting will be held in person. Shareholders, or their proxy, wishing to attend the annual meeting should arrive

at 23 Albert Street at the appointed time and should bring their proxy voting form with their shareholder number for

verification purposes.

Voting

Voting at the annual meeting will be by way of a poll. The persons who will be entitled to vote at the meeting are those

persons (or their proxies) registered as holding shares at 5pm on Wednesday 21st August 2024.

Shareholders may, and are encouraged to, exercise their right to vote by way of proxy vote if they cannot attend the

meeting in person.

A proxy form is included with this notice of meeting. You or your proxy can vote for or against or abstain from each of the

resolutions. You can cast your vote prior to the annual meeting by using the proxy voting form. A proxy you appoint does

not need to be a shareholder in Third Age Health.

The Chairman of the annual meeting is available to act as your proxy if you wish. If you appoint the Chair of the annual

meeting as your proxy, they will cast your vote in accordance with the indication made in your proxy voting form, or if no

vote is entered or discretion is selected, in favour of each resolution.

To be effective, the proxy form must be received at Link Market Services Limited, Level 30, PwC Tower, 15 Customs Street

West, Auckland, by mail to PO Box 91976, Auckland 1142, New Zealand or by email no later than 1pm on Thursday 22nd

August 2024 in accordance with the instructions on the proxy form.

You may also appoint your proxy online by following the instructions on the proxy form.

A shareholder may also cast a postal vote instead of attending in person, online, or appointing a proxy. You can cast a postal

vote online or by electing to "Postal Vote" on the proxy form and returning it to Link Market Services Limited using any of

the methods above no later than 1pm on Thursday 22nd August 2024.

A corporate shareholder may appoint a person to attend the annual meeting as its representative in the same manner as it

could appoint a proxy.

Shareholder questions

Shareholders will have the opportunity to ask questions during the meeting.

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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