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Radius Residential Care Limited Proxy Solicitation & Information Statement 2021

Jul 8, 2021

66259_rns_2021-07-08_42bc56d9-d618-4699-a3db-38ca5ec2256c.pdf

Proxy Solicitation & Information Statement

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LODGE YOUR PROXY/VOTING FORM

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Online

www.investorvote.co.nz

By Email

[email protected]

(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

[email protected]

PROXY/VOTING FORM

www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Your secure access information

CSN/Shareholder Number:

Control 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?

Scan the QR code to vote now.

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For your proxy to be effective it must be received by 10:30am on Wednesday, 21 July 2021

The Special Meeting of Radius Residential Care Limited will be held at Eden Park (Enter via Gate G), World Cup Lounge West, Level 4, South Stand, Reimers Avenue, Kingsland, Auckland on Friday, 23 July 2021 commencing at 10:30am. If shareholders do not wish to attend the Special Meeting in person, shareholders will have the opportunity to attend and participate in the Special Meeting online via an internet connection (using a computer, laptop, tablet or smartphone). The Virtual Special Meeting will be accessible on both desktop and mobile devices. Please refer to the Virtual Meeting Guide that accompanies this Proxy/Voting Form for further information.

Defined terms in this Form have the meaning given to them in the Notice of Special 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 Special 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 the company.

The Chairman of the Special 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 the enclosed proxy form) but you have indicated on this Form how you wish to vote, the Chairman of the Special Meeting will be your proxy and will vote in accordance with your express instructions. If appointed as a discretionary proxy, the Chairman of the Special Meeting intends 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 Special 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.

Attending the Special Meeting

Bring this Form to the Special 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 Special Meeting.

The appointment of a proxy or representative does not preclude you from attending and voting in person or online at the Special Meeting.

Voting Restrictions:

As set out in the Notice of Special Meeting, in accordance with Listing Rule 6.3.1, the Company will disregard any votes cast in favour of:

  • Resolution 1 by Ohaupo Holdings and its Associated Persons (as defined in the Listing Rules), which shall include any person that Ohaupo Holdings nominates to receive Shares under the Ohaupo Share Issue;

  • Resolution 2 by any person who the Company or Jarden Securities Limited (as Lead Manager of the Placement) has notified that they have been allocated Shares under the

  • Placement and their respective Associated Persons (as defined in the Listing Rules); and

  • Resolution 3 by all Shareholders eligible to participate in the Retail Offer and their respective Associated Persons (as defined in the Listing Rules).

Persons subject to a voting restriction may not be appointed as a discretionary proxy (but can be appointed as a non-discretionary proxy and expressly directed how to vote if appointed by a person who is not disqualified from voting).

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 the Company) and a signed certificate of non-revocation of the power of attorney must be produced to the Company 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

PROXY/VOTING FORM

STEP 1 Appoint a Proxy/Corporate Representative to Vote on Your Behalf

I/We being a securityholder/s of Radius Residential Care Limited

hereby appoint of or failing him/her of

as my/our proxy or representative to exercise my/our vote in accordance with the instructions below at the Special Meeting of Shareholders of the Company to be held at Eden Park (Enter via Gate G), World Cup Lounge West, Level 4, South Stand, Reimers Avenue, Kingsland, Auckland and virtually at web.lumiagm.com (refer to the Notice of Special Meeting and Virtual Meeting Guide) on Friday, 23 July 2021 commencing at 10:30am and at any adjournment of that meeting.

If your proxy/representative will be attending the Special 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 Special Meeting for your proxy.

Proxy contact Details (Phone): and (Email):

STEP 2

Voting Form or Proxy/Representative Voting Instructions

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.

ORDINARY RESOLUTIONS* ORDINARY RESOLUTIONS* For Against ProxyDiscretion Abstain
1. To approve the issue of Shares to Ohaupo Holdings (or its nominee/s)
2. To approve the issue of Shares under the Placement
3. To approve the issue of Shares under the Retail Offer
  • The resolutions above are stated in brief. Please refer to the Notice of Special Meeting for the full text of the resolutions and the explanatory notes.

SIGN Signature of Shareholder(s) This section must be completed.

or Sole Director/DirectorShareholder 1Shareholder 2Shareholder 3Contact NameContact Daytime TelephoneDateor Director (if more than one) or Sole Director/DirectorShareholder 1Shareholder 2Shareholder 3Contact NameContact Daytime TelephoneDateor Director (if more than one)
Date

ATTENDANCE SLIP

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Special Meeting of Radius Residential Care Limited to be held at Eden Park (Enter via Gate G), World Cup Lounge West, Level 4, South Stand, Reimers Avenue, Kingsland, Auckland on Friday, 23 July 2021 commencing at 10:30am.