Third Age Health 2025 AGM

1

Notice of Annual Shareholder Meeting
Third Age Health Services Limited
To be held on Tuesday 26 August 2025 at 10am
ANZ Pavilions Suite, Ground Floor, 23 Albert Street, Auckland CBD
Notice is hereby given that the 2025 annual meeting of the shareholders of Third Age Health Services Limited
(Third Age Health) will be held in person on Tuesday 26 August 2025 at ANZ Pavilions Suite, Ground Floor, 23
Albert Street, Auckland, beginning at 10am.
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 2025
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 John Samuel Ronny Fernandes
That John Samuel Ronny Fernandes, 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. 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, 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 10am on Monday 25 August 2025 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
29 July 2025

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. Under the Takeovers Code (Class Exemptions) Notice (No 2) 2001 any shareholders whose voting rights in Third
Age Health increased beyond 20% as a result of the 2024 share buyback are not allowed to exercise those increased voting
rights at the AGM. There are no other 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 John Samuel Ronny Fernandes

John Fernandes retires due to having held office for three years and, being eligible, offers himself for re-election as a
Director. The Board considers John to be an Independent Director.
A short biography for John is below:
John has been Chairman of Third Age Health since 2022, leading the Board in shaping the company’s strategy around
delighting customers, adopting Kaizen to foster a culture of continuous improvement, and allocating capital with a focus on
maximising the average annual rate of increase in intrinsic value per share over time.

He is CFO of MacroActive and Ruminant BioTech, with experience in strategy, finance, and continuous improvement across
financial services, telco, media, and technology businesses in New Zealand. John has held roles at Spark, MediaWorks, NZX,
Elevation Capital, and Goldman Sachs JBWere, and holds a Master of Business Administration from The University of
Auckland.

The Board unanimously recommends that shareholders vote in favour of re-electing John Samuel Ronny Fernandes as
a director.

Resolution B: Auditor's remuneration

Vikas Gupta of 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 Friday 22 August 2025.
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.

3

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 MUFG Pension & Market Services, 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 10am on Sunday, 24
August 2025 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 MUFG Pension & Market Services using any
of the methods above no later than 10am on Sunday, 24 August 2025.
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.

---

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/TAH
Scan & email:
meetings.nz@cm.mpms.mufg.com Mail:
Use the enclosed reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & Market Services
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.nz@cm.mpms.mufg.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 Tuesday, 26 August 2025, at 10am. 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://nz.investorcentre.mpms.mufg.com/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 Pension & Market Services by no later than 10am
(New Zealand time) on Sunday, 24 August 2025. 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.
Voting Restrictions
Under the Takeovers Code (Class Exemptions) Notice (No 2) 2001 any shareholders whose voting rights in Third Age Health increased
beyond 20% as a result of the 2024 share buyback are not allowed to exercise those increased voting rights at the AGM. There are no other
restrictions on any shareholder that prevent them from exercising their vote on any of the resolutions being considered at the meeting.

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 Tuesday, 26 August 2025, at 10am 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 John Samuel Ronny Fernandes, who retires at the annual meeting and is eligible for
re-election, be re-elected as a director of Third Age Health.
   
B. 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://nz.investorcentre.mpms.mufg.com/voting/TAH and completing the online validation process or by completing the question section below
and returning it to MUFG Pension & Market Services. Shareholder questions will need to be submitted no later than 10am, Sunday, 24 August
2025.

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.