Third Age Health 2024 AGM
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.
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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
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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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