Summerset : Notice of Annual General Meeting/Proxy Form

For personal use only

Notice of Annual Meeting of Shareholders 2022

For personal use only

Notice of Annual Meeting of Shareholders

23 March 2022

Dear Shareholder

Due to the ongoing COVID-19 situation, Summerset has decided to take the prudent step to hold its Annual Meeting of Shareholders online only. This decision has been driven by the COVID-19 settings and the possibility that gatherings of over 100 people may not be permitted at the time of the meeting.

We invite you to join us for the virtual Annual Meeting of Shareholders of Summerset Group Holdings Limited ("Summerset"), to be held online at www.virtualmeeting.co.nz/sum22. You will still be able to vote and ask questions at the virtual meeting.

Where: www.virtualmeeting.co.nz/sum22

When: Wednesday, 27 April 2022 at 1.00pm (New Zealand time)

Summerset CEO, Scott Scoullar, and I will talk about Summerset's performance during the 2021 financial year and our plans for 2022. Questions from shareholders attending the virtual meeting will be invited.

If you cannot attend, I encourage you to complete and lodge the proxy form in accordance with the instructions on the back of that form so that it reaches Link Market Services by 1.00pm (New Zealand time) on Monday 25 April 2022.

Items of Business:

1. Chair's address
2. Chief Executive Officer's address
3. Update from Committee Chairs
4. Ordinary resolutions
5. General business and shareholder discussion

Resolutions:

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

1. That the Board is authorised to fix the auditors' remuneration.
2. Having retired, that Anne Urlwin be re-elected as a Director of Summerset.
3. Having retired, that Gráinne Troute be re-elected as a Director of Summerset.
4. Having been appointed during the year by the Board and holding office only until the Annual Meeting, that Mark Verbiest be re-elected as a Director of Summerset.
5. Having been appointed during the year by the Board and holding office only until the Annual Meeting, that Stephen Bull be re-elected as a Director of Summerset.
6. That the maximum aggregate amount of remuneration payable by Summerset to Directors (in their capacity as Directors) be increased by $64,450 per annum (plus GST, if any), from $840,000 per annum to $904,450 (plus GST, if any).

Further information relating to these resolutions is set out in the Explanatory Notes accompanying this Notice of Meeting. Please read and consider the resolutions together with the Explanatory Notes.

I look forward to seeing you at the Annual Meeting and thank you for your ongoing support. By order of the Board.

Mark Verbiest

Chair

23 March 2022

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Explanatory Notes

Ordinary Resolution 1: Auditors' Remuneration

Pursuant to the Companies Act 1993, Ernst & Young are automatically reappointed at the Annual Meeting as auditors of Summerset. The proposed resolution is to authorise the Directors to fix the remuneration of the auditors, Ernst & Young.

Ordinary Resolutions 2 to 5: Re-election of Directors

Pursuant to 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 3 years, whichever is longer; and
• a Director appointed by the Board must not hold office (without re-election) past the next Annual Meeting following the Director's appointment.

Anne Urlwin and Gráinne Troute retire in accordance with NZX Listing Rule 2.7.1 and offer themselves for re-election. Mark Verbiest and Stephen Bull, having been appointed during the year by the Board, also retire in accordance with NZX Listing Rule 2.7.1 and offer themselves for re-election.

The Board has determined that each of Anne, Gráinne, Mark and Stephen qualify as Independent Directors and unanimously support their re-election or election respectively.

Anne Urlwin BCom, FCA, CFinstD, MAICD, ACIS, FNZIM

Non-executive Director

Independent

Term of Office: Appointed Director on 1 March 2014, re-appointed 29 April 2016 and 30 April 2019

Board Committees: Audit Committee, People and Culture Committee, Clinical Governance Committee and Development and Construction Committee (Chair)

Anne is the Chair of Summerset's Development and Construction Committee. She is a professional director with experience in a diverse range of sectors including construction, property development, health, infrastructure, telecommunications, regulation and financial services.

She is a director of Precinct Properties New Zealand, Ventia Group Services and Vector. Her other directorships include City Rail Link and Queenstown Airport Corporation.

Anne is a former director of Tilt Renewables, Southern Response Earthquake Services and Chorus, and a former Chair of national commercial construction group Naylor Love Enterprises and of the New Zealand Blood Service. Anne also recently retired from the board of Cigna Life Insurance NZ.

Anne is a Chartered Accountant with experience in senior finance management roles in addition to her governance roles.

Anne has been a director of Summerset since 2014.

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Gráinne Troute GradDipBusStuds, CMInstD

Non-executive Director

Independent

Term of Office: Appointed Director on 1 September 2016, re-appointed 27 April 2017 and 30 April 2019

Board Committees: Audit Committee, Clinical Governance Committee, and People and Culture Committee (Chair)

Gráinne is Chair of Summerset's People and Culture Committee. She is a Chartered Member of the Institute of Directors and is also Chair of Tourism Industry Aotearoa and a director of Tourism Holdings and Investore Property.

Gráinne is a professional director with many years' experience in senior executive roles. She was General Manager, Corporate Services at SKYCITY Entertainment Group and Managing Director of McDonald's Restaurants (NZ). She also held senior management roles with Coopers and Lybrand (now PwC) and HR Consultancy Right Management.

Gráinne has vast expertise in operating customer-focused businesses in highly competitive sectors. She has also spent many years as a trustee and Chair in the not-for-profit sector, including having been the Chair of Ronald McDonald House Charities New Zealand for five years.

Gráinne has been a director of Summerset since 2016.

Mark Verbiest LLB, CFinstD

Non-executive Director

Independent

Term of Office: Appointed Director on 1 July 2021

Board Committees: Audit Committee and Development and Construction Committee

Mark is the Chair of the Board. He is a lawyer by training, having spent many years in private practice as partner of a large national law firm. He subsequently joined the senior executive team at Telecom New Zealand as Group General Counsel, also having executive responsibility for other corporate groups and two business units.

Mark is currently the Chair of listed companies Meridian Energy and Freightways, as well as a director of ANZ Bank. It should be noted Mark retires as Chair of Freightways on 31 March 2022.

He has previously been Chair of Spark, Transpower NZ, and Willis Bond Capital, and a director of a number of other companies and entities, including the inaugural board of the Financial Markets Authority and the advisory board to the Treasury.

Mark has been Chair of Summerset since July 2021.

Stephen Bull BCom, BPsych (Hons), MAICD

Non-executive Director

Independent

Term of Office: Appointed Director on 1 March 2022

Board Committees: Development and Construction Committee

Stephen has over 25 years experience in real estate, community creation and finance roles. He has held Executive roles at Westfield, AMP and Stockland.

Stephen finished executive work in 2018 and for the last five years of his executive career was a Group Executive at Stockland and CEO of their retirement village business. Prior to his real estate career in Australia, Stephen spent several years working in investment banking in London.

Stephen holds a Bachelor of Commerce and a Bachelor of Psychology (Hons) and is a member of Chartered Accountants (Australia and New Zealand). In addition he is a Member of the Australian Institute of Company Directors (MAICD).

He is currently a non executive director of Bridge Housing and sits on the investment committees for the MaxCap Industrial Opportunities Fund and the Wingate Direct Property business. He is also a member of the advisory board for the Moits Group in Australia.

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Ordinary Resolutions 6: Increase in the Fee Pool of Directors' Fees

The Board recommends to shareholders that the maximum annual Directors' remuneration payable to all Directors of Summerset taken together ("fee pool") be increased from the current level of $840,000 to $904,450 (plus GST, if any). This reflects a total increase of $64,450 to the current approved fee pool plus any GST payable on the fee pool (an increase of 7.67%).

In 2021, annualised standard Directors' fees were $768,000 (plus GST). The current standard Directors' fees per annum are as follows (plus GST):

•	Chair	$180,000
•	Non-executive Director	$90,000
•	Chair of Audit Committee	$18,000
•	Chair of Clinical Governance Committee	$15,000
•	Chair of People & Culture Committee	$7,500
•	Chair of Development & Construction Committee.	$7,500

Other than the fees payable to the Chair of each Committee, no other fees are payable to Directors for membership of a standard Committee.

The standard Directors' fees were last increased in May 2019.

In making this recommendation, the Board has considered a report prepared by PwC for the People and Culture Committee. The purpose of this report was to benchmark the fees paid to Summerset's Directors against a peer group of NZX-listed companies selected on the basis of comparable market capitalisation. In accordance with the commentary to Recommendation 5.2 of the NZX Corporate Governance Code, a summary of PwC's report is attached and is also available on Summerset's investor website at www.summerset.co.nz/directorsfeesummary.

The proposed standard Directors' fees per annum effective from 1 May 2022 are as follows:

•	Chair	$181,200
•	Non-executive Director	$97,500
•	Chair of Audit Committee	$20,000
•	Chair of Clinical Governance Committee	$15,000
•	Chair of People & Culture Committee	$15,000
•	Chair of Development & Construction Committee	$15,000

It is also intended that for directors resident in Australia (currently Marie Bismark and Stephen Bull), their remuneration will be paid in Australian dollars. This will be the appropriate equivalent dollar amount as is paid to New Zealand directors. This reflects differences in taxation and currency and is regarded as appropriate given Summerset's investments in Australia.

In addition to providing for the proposed increases, the proposed change to the fee pool, if approved, will provide $50,0001 of headroom in order to also allow for the Board to approve payments to Directors for assuming additional responsibilities above and beyond the normal duties of either the Board or any standard Committee. These payments will only be approved in the event of commitments such as significant strategic work or projects.

Additional Director(s) may be appointed during 2022 to facilitate Board succession planning. Pursuant to NZX Listing Rule 2.11.3, in the event that Summerset increases the total number of Directors, the Board may increase the total remuneration payable to Directors by such amount as is necessary to enable Summerset to pay the additional Director or Directors' remuneration not exceeding the average amount payable to each of the other non-Executive Directors (other than the Chairperson).

Summerset will disregard any votes on Ordinary Resolution 6 by:

1. any Director of Summerset; and
2. any Associated Person of any Director of Summerset,

except where any such vote is cast by the Director or one of his or her associates as proxy for a person who is entitled to vote and the Director or that associate votes in accordance with express instructions to vote for or against a particular resolution on the proxy form.

1. The amount of headroom may vary depending on the foreign exchange rate applicable to the directors' fees paid in Australian dollars to the Australian Directors.

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