Summerset Group Holdings Limited (NZE:SUM)
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Apr 29, 2026, 1:38 PM NZST
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AGM 2024

Apr 24, 2024

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Ladies and gentlemen, my name is Mark Verbiest. I'm the chairman of Summerset Group Holdings. Today we're very pleased to welcome you here both in person and as online participants through our virtual meeting platform provided by our share registrar Link Market Services. Welcome to our 2024 annual meeting. To maximize attendance, we are again providing the opportunity for people to attend online. Online participants can vote and can ask questions online. I'll provide you with further instructions as we progress through the meeting. Also in attendance are my fellow directors, Fiona Oliver, Dr. Marie Bismark, Venasio-Lorenzo Crawley, Gráinne Troute, Dr. Andrew Wong, and Stephen Bull. We have an apology from our future director, Andrea Scown, who unfortunately couldn't be here today, and of course I'm here with our CEO, Scott Scoullar.

For those of you who are here in person, bathrooms are clearly marked and can be found in the basement area down the stairs and to the left. In the case of emergency, note this is designated as an earthquake-safe building. Interesting, I didn't know that was possible, but we apparently are. Remaining in the building during a shake and adopting the drop cover and hold protocol is the safety recommendation. In the event of a fire, an alarm will sound, in which case please evacuate calmly to the muster points at Aotea Square. Now, for the formalities of the meeting, the company secretary has informed me that the notice of meeting has been duly given to shareholders and all other persons entitled to receive it, and the meeting has been properly convened. We'll turn to the resolutions later in the meeting.

I can confirm that the requirement for a quorum for this meeting has been met and declare the meeting open. The agenda for today's meeting will be as follows. I will give a chairman's address. You'll hear from our CEO, Scott. We'll have an update from each of the board committee chairs. There will be business and shareholder discussion. Formal business of the meeting, which includes the resolutions, will follow and be at the very end. Voting on all resolutions will be conducted by way of poll, and shareholders in attendance online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual meeting online portal guide, or you can phone the helpline on 0800 200 220. Questions from shareholders online will be taken through the virtual meeting website.

To ask a question on the website, please click on the "Ask a Question" box either at the top or bottom of the webpage at any time during the meeting. Type your question into the form and click "Submit." Your question will then be immediately submitted. I encourage shareholders who are attending online to submit their questions through as soon as possible. I can confirm that proxies have been appointed for the purposes of the meeting in respect of approximately $122.6 million shares, being roughly 52% of the issued capital. As indicated on the proxy form, I intend to vote all undirected proxies I've received as chairman in favour of all resolutions before the meeting, other than resolution three, for which I'm excluded from voting because I'm directly interested in it. I'm holding up to 130,382 undirected proxies for each resolution.

The results of the proxies will be displayed following the voting. The financial statements for the 12-month period to 31 December 2023, together with the auditor's report, as set out in the company's annual report, have been distributed to shareholders, and we will address any questions relating to the financial statements in the general business section of the meeting. It is my pleasure to address you today at my third annual general meeting as Summerset's board chair. Over the past year, Summerset has proudly continued to deliver value for our residents and shareholders during one of the most challenging periods we've experienced as a company. We achieved record sales of occupation rights, delivered our forecasted new homes, including our first Australian homes, and continue to strengthen our development pipeline. We also continue to experience strong demand for our offering.

This is assisted by a growing population aged over 75, along with the desire for improved lifestyle, health, and a greater sense of community. We are now home to over 8,000 residents. Another key achievement was releasing our first sustainability review for the financial years 2018-2022, around the time of last year's AGM. The report documented the first five years of our sustainability work and the significant progress we've made to date. It was our first step into ESG, environmental, social, and governance reporting, and shows how we are contributing and working to have an impact beyond just the environmental aspects of our operations. We've since released our first sustainability review and climate-related disclosures document, along with our 2023 annual report. We're genuinely proud of our sustainability record and are one of the first companies in the country to release our climate-related disclosures.

A copy of this report is available on our website or on the climate-related disclosures register that is now held by the New Zealand Companies Office. I'll now provide a brief progress report in relation to the 2023 financial year, and of course, these are fully documented in our annual report. Summerset has been participating in growth in the sector, with people aged over 75 projected to almost triple in the next 50 years. We currently reinvest significant operational cash flows back into the business to finance our future growth. In 2023, we invested NZD 668.5 million in the business, primarily in relation to new and existing retirement villages and care centres. The last year proved the value of our flexible build program and how it can support business performance and what is being experienced in the economy.

After taking a cautious approach to the first half of the year, deliveries were weighted to the second half of last year in line with generally improving market conditions. While we had budgeted to deliver at the bottom end of our 2023 guidance, we still managed to close out the year having delivered a record 682 new units in New Zealand. Summerset's unit portfolio reached 7,371 units at year-end, and there were only 408 new units and 156 resale units still available for sale and unsold at that time. After purchasing two further sites in New Zealand in 2023 at Rolleston and Mosgiel, we will look to further bolster our land bank this year, with a number of good opportunities we are looking to progress.

Across Australia and New Zealand, we currently have the potential to build a further 6,909 units in care beds, which has roughly put us at double the size we are today. We have the ability to scale up or down as a result of focusing on building our broad-acre villages. Summerset holds the largest retirement village land bank and has been listed top retirement village builder in New Zealand for several years now. Again, that build rate actually puts us as being one of the more general top residential builders in the country. In terms of Australia, we're very pleased with the progress we're making over there. Our first site to be consented and commence construction on in Australia, Cranbourne North, reached a significant milestone where we welcomed our first residents into that village last month.

The second stage of the development is progressing well, and we will commence work on the village's main building this year. Enablement works are underway, and construction will begin shortly at our second village at Chirnside Park, also outside Melbourne. We have two further sites consented to proceed now, and three others are progressing well through their processes and build a strong land bank. A high percentage of our sites now consented to provide our build program with the flexibility we prefer as demand and supply necessitate. Summerset's purpose is bringing the best of life, and the business is continuing to look for opportunities to innovate and improve on the experience that we provide our residents in our villages. We continue to invest in technology to enhance the lives and experiences of our residents around the country.

In our care centers, we've commenced the installation of ceiling hoists above beds, giving staff the ability to assist residents with more comfortable and safe access to their beds. The rollout of our residents' experience service platform, known as Lumin, is progressing very well and is now installed at seven of our villages, with a further eight to follow over the next 12 months. Summerset remains one of the few village operators in the country to offer this type of technology to residents. Our emergency preparedness and responsiveness was tested in 2023 with Cyclone Gabrielle. Following the event, we completed a comprehensive review of our actions and preparedness and have made significant changes, including purchasing more generators, installing Starlink wireless broadband, and updating our emergency response and business continuity plans based on lessons that we learned from that event.

Overall, we were very pleased that our residents and staff were unharmed during the cyclone and that our villages all went through without any serious damage. It was a testament to the village teams in Hawke's Bay, in particular how they supported and cared for our residents during what was a pretty scary and uncertain time. Our care offering and our continuum of care model is a very important part of why residents choose to live at Summerset. As a large company, we can and will continue to provide care. While we continue to be committed to providing the very best possible care for our residents and we are investing in care, we are rationalizing our offering. By that, I mean our care centers will be smaller going forward and will be targeted primarily at providing the continuum of care to our village residents.

Summerset and many other aged care sector operators continue to be very concerned about government underfunding in the wider aged care sector. The population of New Zealand is over 75, as I mentioned, is set to triple over the next number of years, and estimates indicate that another 40,000 aged residential care beds will actually be needed in the sector. Instead of the necessary growth, however, underfunding contributed to 1,000 aged care beds being permanently closed across New Zealand last year. Successive governments have failed to invest in aged care, and the sector has become unsustainable. We will continue to support the New Zealand Aged Care Association's work to highlight this underfunding. Without aged care beds, more elderly New Zealanders will end up in hospital beds, which in turn will impact all New Zealanders who need hospital care.

In 2023, the Ministry of Housing and Urban Development commenced a review of the Retirement Villages Act. I can confirm that most of Summerset's practices already align with the proposals in the review. For example, we stop weekly fees for a resident after someone vacates their home. There are no charges for maintenance and repairs, and we've worked very hard to provide our residents with plain English documentation. As signalled in our half-year report, the board undertook a review of our dividend policy to ensure it remained appropriate for the business going forward. The review involved benchmarking against comparable New Zealand and Australian listed companies, testing alternatives, and seeking feedback from a range of investors. After completing that, we determined to stay with our current policy, subject to adjusting the payout range.

During the review, it was also highlighted to us that it was important to investors that our dividend policy remain free from technical adjustments so it could easily be forecast by the investment community and understood easily by retail investors. With all that in mind, the board decided to leave the current measure of underlying profit unchanged for now, but we did change the policy range of paying out 30%-50% of underlying profit to a more flexible and prudent approach that we thought was appropriate for us, and moved it to 20%-50% of underlying profit. That change gives us more scope to reinvest profits when needed or desirable, and provides us with the flexibility to pursue significant growth opportunities in New Zealand, Australia. Our focus does remain on participating in the ongoing growth in the sector while maintaining appropriate capital and funding settings.

To the extent that our settings allow, and assuming excess cash continues to be available, our policy will look to continue distributions to shareholders to maximize returns. Then just quickly looking ahead, the economic outlook remains somewhat uncertain, as I'm sure everyone will appreciate, and we continue to see broader, tough property market conditions. We remain on track to deliver the 675-725 new homes in 2024 that we signaled earlier, including significant deliveries in the second half of this year, with, of course, the planned openings of our St John's Village and the main village at Boulcott in Lower Hutt. Key to our 2024 financial performance will be executing on new sales at these villages, as well as broader sales and resales elsewhere in the second half of this year.

We'll be providing our next sales update after the end of the first half of this year in July. I'd like to thank my fellow board members for their work and support over the last year, and to thank sincerely the Summerset team for all that they do in supporting our purpose and vision. I'd also like to thank you, our shareholders, for your support and trust in us as we work to continue to grow and build excellent retirement villages. I'll now hand over to Scott to address the meeting.

Scott Scoullar
CEO, Summerset Group Holdings

Thank you, Mark. Tina Katakatua. Good afternoon, everyone. As Mark mentioned, we experienced another very challenging year in 2023, having to adapt to rapidly increasing inflation, recruitment shortages, a falling residential property market, and the devastating effects of Cyclone Gabrielle. This was on the back of managing the impact of COVID-19 in our villages over the last three years as well. However, through all that, our almost 11,000 residents and staff have yet again shown what a great place Summerset is to live and work. It was a highlight for me personally to see resident satisfaction in our villages at 96% for our independent living villages and 95% for our care residents, and at the same time, our staff engagement scores increased to be 8.1 out of a possible 10.

We were named the best provider nationwide in the Aged Advisor Annual People Choices Award, and that's pretty special for us and staff, and that's our residents and customers out there voting on who they think the best provider is. So it was special to win that. We also won gold for the 2024 Reader's Digest Quality Service Awards as well. These are all really pleasing endorsements of our work that show what Summerset offers and that it really resonates with them. There were also some other highlights in 2023 that I'd just like to touch on. Our construction teams, they were active on 18 sites building. Last year, we opened four new villages across the country last year in New Zealand. Separate to that, we opened our first village in Australia as well.

In New Zealand, outside of opening villages in terms of building development pipeline, we achieved resource consent for a Half Moon Bay village and our Kelvin Grove and Palmerston North village. At the same time, we bought two new sites in Rolleston and in Mosgiel. These are just a few of the highlights in a very pleasing year, but I'll now take the opportunity to just focus on some of the key areas of our business performance during 2023. The first thing I'd like to talk about more specifically is really growth in our portfolio. I mentioned earlier the delivery of our first homes in our Australian village in Cranbourne North. We're just about to embark work on our second village over there, so that's our site in Chirnside Park. So pretty excited about that. In New Zealand, we also completed our Kenepuru and our Hobsonville villages.

Obviously, people locally all know Kenepuru pretty well. At the same time, we built and finished our village centres in both Boulcott and Te Awa, handed over our first homes at our Cambridge, Boulcott, Waikanae, and Milldale villages. I think there's four of them there. That's quite a few. Normally, we'd open two villages a year, so last year was a big year for opening new villages with twice that many. We also commenced construction at a number of new sites as well, including Rangiora and Half Moon Bay, which I mentioned before was consented. Work is also progressing well at our other New Zealand sites under development. Our St John's Village, just to give you sort of an update on that, that's on schedule ready to be handed over later this year.

About 60% of that product will be handed over at that point in time. We'll not only hand over independent living homes, we'll also hand over both the care facilities and the village main centre. So when that village opens, it'll open with full sort of continuum of care. It'll open with all the recreation and amenity that you'd normally expect, whereas often when doing broader care villages, you don't get those for sort of a couple of years after the village opens. Our planning and supply relationships have also meant that we've sort of kept a tight lid on construction costs throughout the year. So you'll note in the reports that we achieved a development margin of 31.6%, which was sort of pleasingly significantly ahead of the 20%-25% build rate guidance that we gave around development margin last year.

Our design and consenting programs position us well for growth in both New Zealand and in Australia as well. So in New Zealand, we've got 75% of our villages resource consented, so the pipeline is pretty well resource consented. In Australia, we're somewhere around bordering along 70% now, so making good progress in Australia. Well to sort of get it on that even platform with New Zealand, where there's a lot of strengths to the pipeline. We've got a lot of villages that we can build from. Australia also continues to offer good growth opportunities for us. So Melbourne, in particular, we have Oakleigh South, which is consent approved, and we have Craigieburn, which is also consent approved. So we will start moving now more towards a path of building on those two sites.

And at the same time, we just received approval from the local Torquay community to build a village there as well. On our other two sites of Moonee Ponds and Drysdale, they're progressing pretty well. We're now looking at Queensland as the logical next step for our growth phase in Australia. That move will provide us with more diversity, essentially, in our portfolio. It'll also provide us with an ability to sort of manage market conditions across and having less exposure to one particular market in Australia, both from an economic sense, property market sense, labour workforce sense. The second thing I'd just talk about more specifically is life in our villages. For more than 25 years, we've been dedicated to creating retirement villages that go beyond providing homes and evolve into thriving communities.

We introduced a suite of holiday homes offering short-term accommodation for both residents and residents' families, so quite often residents' families come to stay. That was really successful for us last year, so we're looking to sort of double that this year and introduce another three homes across the country as well. We also increased the range of events offered to residents to include things like best garden competitions, nationwide Summerset quiz competitions, and we also kept in play our Summerset Sessions, which is an entertainment sort of series that we run for people living in our villages as well. In the design space, we continue to review how our green spaces look and feel. So things like children's playgrounds, wider streets, community parks, and things we're looking at right now are indoor golf driving ranges, external golf driving ranges.

We're having a look at a whole lot of that sort of stuff to sort of add increased facilities to our villages. We're also investing in our older villages at the same time, so our care centers in Levin, Trentham, and Havelock North are all underway with the refurbishment, which will essentially allow anyone staying in a care bed in those facilities to have full access to en-suites. The third thing I was just going to talk about was our ESG reporting. So Summerset's ambition is to develop, build, and manage more sustainable retirement villages. We've been really on this journey for quite some time now. So we started that journey in 2017, so we're sort of a good sort of seven years into that journey. Our commitment to sustainability, we take super serious. We're focusing on sustainable practices really right across our business.

So we're looking at things in the construction sector just as much as we're looking in terms of running our villages on a day-to-day basis. So on a day-to-day basis, we'll be looking at things like water usage, rubbish disposal, but on the construction side of things, we'll be looking at things like construction waste and looking to divert as much as we can from landfill. Our sustainability review and climate-related disclosures full year 2023 report, we released in February this year. That's the first time the company's reported its climate-related disclosures. I'm also proud to add that Summerset was the first company to register the mandated climate-related disclosures with the New Zealand Companies Office as well. In terms of sustainability, we won a 2023 Construction Sector Beacon Award for real minimisation of construction waste, and also we won a Think Green program.

Well, sorry, we had a Think Green program underway in our villages, and we won an award with the RVA for Best Operator-led initiative on that as well. We're also proud to be again recognized by Forsyth Barr in their second carbon and ESG ratings surveys that they do for NZX-listed companies. So we were again 11th on that list and the top-rated retirement village operator. Now, last but importantly, I'll talk about our people. We're obviously a people-centred business. We've got 3,000 staff who come to work each day. Without great people supporting our residents, we wouldn't come close to achieving our goals of bringing the best of life to our residents. Our current staff engagement stat I mentioned right at the start of 8.1 out of 10, just to sort of context around that, that's the top 25% of all healthcare providers around the world.

We're really proud of that achievement, and I think it's a testament really to the environment we foster both in our villages and our head offices and our construction sites as well. One of the many aspects we improved this year for our people was our employee benefits. We introduced an improved parental leave offering. We migrated our employee assistance program to TELUS Health and are also preparing to launch our new staff wellbeing platform. We also recognized that the cost of living was impacting our teams, so to assist with that, we provided a one-off payment of NZD 250 to over 1,600 staff last year. In addition to that, nearly 2,000 staff also received NZD 1,000 free Summerset shares as part of our annual staff share investment plan.

To help staff looking to advance their careers, we also established a joint partnership with Careerforce that supports work-based learning and enables staff to achieve nationally recognized qualifications. What's really pleasing for us, I think, above all of that sort of stuff is that we're seeing these efforts start to pay off in our staff retention numbers. So by the end of the year, Summerset staff retention last year had increased almost 80% relative to a sector-wide benchmark, which is sort of less than 70%. And look, in closing, I'd just like to echo Mark's note of thanks to our investors and our residents and also to our Summerset team, their families and support networks for delivering us another successful year. Thank you, and I'll now hand back to Mark.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Thank you, Scott. I'm going to ask each of our board subcommittee chairs to make some brief comments on their committee work and the work that they'd completed during the year. Just to put this in some context, boards these days, a lot of key risks and key strategic issues are covered off in these committees as opposed to the full board necessarily. They actually have quite well-developed programs. Just so you're aware, Fiona Oliver chairs our audit committee. Stephen Bull chairs our development and construction committee. He's actually got a proxy to speak for him today, Andrew Wong, because Stephen's lost his voice. So his apologies for that, but I think we will hear more naturally from Andrew. Gráinne Troute chairs our People and Culture Committee, and Marie Bismark chairs our Clinical Governance Committee. All very important committees for the board.

Fiona, I'll ask you if you wouldn't mind to speak first.

Fiona Oliver
Chair of Audit and Risk Committee, Summerset Group Holdings

Thank you, Mark, and Kia ora koutou. Good afternoon, all. My name is Fiona Oliver, and I have been chair of Summerset's Audit and Risk Committee since March last year when I was appointed to the board. I wanted to start today by outlining the committee's membership and attendance policy. The other board members of the committee include our chair, Mark Verbiest, Gráinne Troute, Stephen Bull, and Venasio-Lorenzo Crawley. Standing invitations are given to our Chief Executive, Scott, our Chief Financial Officer, Will, our Head of Finance, Sarah, as well as to KPMG, our internal auditors, and our external auditors, EY. We also have other Summerset team members attend our committee meetings to present their specialist operational items. We encourage broad participation at the Audit and Risk Committee.

It's really important to us that we hear directly from the people whose everyday job is to manage those items of business that we are discussing. We think it does make us more effective governors if we do get to know these people better and what they do. We also meet with Sam and Shabir from EY regularly without management to discuss the performance of the auditor's role. Our work plan, it's been another really busy and interesting year, particularly with regard to the climate-related disclosures regime that's come into force. This is the third time in half an hour you've heard about this work, so I do apologize for repeating it. I hope it just underlines the importance that we give to it in terms of ultimately long-term sustainability as a business.

It has been a milestone and a welcome part of the committee's oversight to see the combined sustainability review and climate-related disclosures report come into publication. We actually had established internal specialist capability just to do this work, reporting into Will, our Chief Financial Officer. When you bring these sorts of reports together, it just doesn't sort of come from one part of the business. It's a whole business approach. We need to look right across the business and take all of that work that's going on and what people are doing to improve the management and/or reduction of risk into account when we write the reports. So it's a big deal, and ultimately they have to come to the committee and then the board for full approval. So no small task. And of course, our work isn't done yet.

The work this year will be on including the financial disclosures that the regime requires. But I would like now to acknowledge this work and the significance of it, the significance of the workload that it puts on our management team, but also not just because this is compliance. This is actually, as Scott has referred to, what we do every day at Summerset. There is substantive action underway to reduce and manage our environmental, social, and governance risk. More generally, in respect of risk management, we continue to oversee the emerging and existing enterprise risks to the business. As you know and as Mark referred to, and indeed Scott, so third time for this as well, is the external environment we've been working in has been very uncertain and in the near term will continue to be.

It's really critical, therefore, that our committee continues to work and discuss with management what is occurring from a risk perspective, both internally and outside our operating environment, to ensure that we are appropriately addressing both short-term and long-term the risks that may occur to the business. In terms of financial reporting and internal audit, we have, as required, been overseeing the probity of the financial systems and processes and, of course, compliance with our financial reporting obligations. We've had a very comprehensive internal audit program this year looking at processes across the business, including culture and conduct, land acquisition and development, and Australian procurement processes. We've also, of course, had EY alongside us to ensure we comply with our reporting obligations to you shareholders. This year, the Summerset team put considerable thought into how we could improve certain aspects of our financial disclosures.

The market had indicated it's hard to understand some of it. So we did attempt to improve our project-level recycling disclosures as well as our operating cash flow statement and wish to assure you that that is only with the intention to attempt to improve the reader's understanding of the disclosures as opposed to anything else underneath. And in my capacity as chair of Summerset's Audit and Risk Committee, I'm confident in our financial systems and processes and that we meet our financial reporting obligations. And to this end, thank you to the Summerset team for their work, your commitment to transparency, and placing our shareholders' interests at the forefront of what you do. Thank you to my committee colleagues for their valuable contributions and to both KPMG and EY.

I'm very much looking forward to the year ahead, working with the committee, other board members, and the Summerset team and being part of what Summerset can achieve. Thank you.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Thanks, Fiona. I'll now ask Andrew Wong if he could give us an outline of the Development and Construction Committee's work during the year.

Andrew Wong
Managing Director, Summerset Group Holdings

Thank you, Mark. Kia ora, Tina Katakatua , and good afternoon, everybody. My name's Andrew Wong, and I'm a member of the Development and Construction Committee of the Board. It's a pleasure to be with you here today and to be able to provide you with an update on the work of the committee. Development and Construction is a very significant part of the Summerset business, as you all know. The many achievements of the group this year in relation to our development and construction activities have been already outlined by Mark and by Scott, and I won't go into those in a great amount of detail. Suffice it to say, it was very pleasing to see that the business continues to deliver on its targets this year in a very challenging environment.

The role of the committee is to provide governance and oversight of the group's activities in this space.

To this end, we wanted to point out some of the key areas of focus for the committee this year. The main area of focus has not changed, but with the constantly changing operating environment, it is important that the committee continues to stay abreast of these changes and how they impact the business. It is important to note that the committee this year continued its approach of visiting our development sites both in Australia and New Zealand so we could see firsthand how the business is performing in each of these key areas. Firstly, health and safety. At every committee meeting, management present on our ongoing health and safety performance. This includes measurement of key metrics, trends in this area, and initiatives to support our team to maintain our focus on health and safety. This is a critical area for the group and the committee.

As mentioned, various site visits were held during the year, and a big part of this was for the committee to see how health and safety is actually being undertaken at each site. Site visits give the committee the opportunity to meet with staff in the field and to get a sense of our culture for safety within the business. Understanding the culture is as important as having the right processes and procedures, and it's a critical part of good governance. The second area of focus, making prudent investment decisions. As we all know, the cost of capital and the cost of construction remains at elevated levels. In addition, our customers are under increasing financial pressure. These things continue to sit on the committee's mind as we work with management to interrogate all investment decisions made by the group.

The new decision gate process that was introduced last year continues to work well, and we would like to thank management for the level of openness and transparency that they bring to the table when putting forward any investment recommendations. This will continue to position the group well in terms of the financial robustness of the important investment decisions we are making. The committee has also continued visibility and oversight of individual project financial metrics over the life cycle of these projects. A good example of the group's prudent investment decision-making process was the decision to place our Parnell site into a sale process. While the long-term metrics for Parnell were positive, the group formed the view that it was important to manage the number of concurrent, capital-intensive projects underway in the current economic environment. Third area of focus, oversight of the design, procurement, and construction process in Australia.

Australia is a different market to New Zealand, and the group must adopt a different procurement and construction model there. As such, it is important that the committee continues to understand these differences and work with management to ensure all risks are well managed. The Australian team present at every committee meeting, providing updates on the contractor market generally, the performance of contractors we have specifically engaged, the performance of individual projects, and any future opportunities. These are all discussed at length at the committee meetings, including the group's decision to explore opportunities in Queensland. The wider board traveled to Melbourne in March this year to meet with the senior leadership team there and gain more visibility of the challenges and opportunities in project development in the Australian setting.

Members of the committee visited potential opportunities in Queensland over recent months, and the full board will be meeting there in Queensland in June. The final area of focus is design and ESG. The committee continues to oversee the great work the team are doing in terms of the design thinking of our villages. Learnings from each village are applied on future villages. Ongoing changes to the layout of our care centers and main building, as well as the homes within our retirement villages, are the result of much research and are focused on both consumer amenity and construction efficiency. At a recent visit to our Auckland development sites, the committee saw firsthand how the team are evolving our thinking on design and adapting design to specific environments. Management continued to present on new thinking about materials and construction techniques to continue to improve the sustainability of our villages.

The group's ever-increasing focus on ESG is being embedded into the way the team work every day, which is very pleasing to see. As mentioned, the actual achievements of the year have been outlined. The committee was really pleased to see the business perform so well given the external challenges at play. It was particularly pleasing to see the team continue to focus on the important areas outlined today while managing to deliver the strong results you have seen. Thank you.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Thank you very much, Andrew. I'll ask now Dr. Marie Bismark to tell us about the work of the Clinical Governance Committee.

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

Thank you. Thank you, everyone, for coming along this afternoon. It means a lot to see people here supporting our organization. I'm Professor Marie Bismark. I chair the Clinical Quality Committee. I'd like to acknowledge the contribution of my committee members, Andrew, Gráinne, and Vena. Thank you for all your work. Often the other board members come along to our committee meetings as well, which I think reflects the importance of clinical quality to our organization. The focus this year has really been in three areas, so people, places, and programs. People are absolutely at the heart of everything that we do. I want to start by acknowledging our staff and the importance of our staff for the quality of care that we can deliver. Unless Summerset, as an organization, is caring for our staff, we can't expect our staff to be caring for our residents.

So as you've already heard from Mark and Scott, we're absolutely delighted to see such high and improving scores around staff engagement and to see our staff retention scores improving as well, really reflecting the work that we do to make sure that Summerset is a safe and supportive and rewarding place for our staff to work. Our residents are absolutely at the heart of everything we do. It's one thing to sit here and to hear about our 96% resident satisfaction scores. It's something else to actually go into the villages and have a cup of tea with some residents and to hear about the joy that they find living in a Summerset village and to see the companionship and the life within those villages.

We often hear people say that they were really lonely before they moved to a Summerset village, that they were anxious or worried about what would happen if things went wrong in the big old family home that they were living for, and what a sense of companionship and safety they found living within a Summerset village. Our residents are absolutely at the heart. I'm so proud of the continuum of care that we offer. I spend a lot of time in Australia. We're often, as couples age, and their care needs differ. They might be moved to separate facilities. I'm so proud that at Summerset, we really prioritise being able to meet the different care needs of couples and to be able to keep them together throughout their lives.

And then the other group of people are the stakeholders who play a really important role in what we do. That includes people like the Health and Disability Commissioner, who our committee will meet with to understand what's happening within the health sector. Fiona spoke about a whole-of-organization approach, and that's really true in clinical quality as well. You might not necessarily think that property managers or the design and construction team contribute a lot to clinical quality, but actually, they do. And we really saw that through the pandemic, that Summerset moved very quickly to improve air quality within our villages to make sure that we had really high-quality airflow and air filters, and that really contributed to outbreak and infection rates within our villages. So we really want to acknowledge how closely all the different parts of the organization work together.

Similarly, we know that beautiful grounds and beautiful gardens make a huge difference to people's quality of life and their recovery after illness. So those principles of biophilic design are really important to us. And when you visit one of our memory care centers, you can see all the thought that has gone into it. For example, the memory care centers are built in the round around a beautiful central courtyard so that if you're not quite sure which room is yours, you can just keep walking in a circle, and you'll eventually come back to your room, which is identified with pictures and colors and things to mark that you are, in fact, back at your room. So a huge amount of thought and care that goes into design that supports people's quality of life.

Then finally, we have our clinical strategy, which includes a number of programs focused on areas like improving nutrition, reducing infections, improving wound care. Here, I think it's really important to talk about this principle of the dignity of risk, which is a term that some of you may have come across. So when we think about things like reducing falls, if all of our residents were strapped down into a wheelchair all day and couldn't move, we might be able to get our falls down to zero, but that wouldn't be a very good quality of life. We think a lot about the dignity of risk and really balancing the importance of safety and high-quality clinical care with also supporting people's independence and ability to live meaningful lives. Those are some of the areas that our committee's been focused on.

I want to offer my huge thanks to the leadership team and, in particular, to Eleanor and Linda, who do so much to drive this work and really make a difference to residents. We were sitting as a board last night having dinner, and one of the other people having dinner at the restaurant stood up and came over to our board table, and she just said, "My mother-in-law broke her hip, and she's been moved into a Summerset village. And I just want to say thank you for the amazing quality of care that you've all been providing." And I think that is really what underpins some of the work that we do. Thank you.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Thanks, Marie. Gráinne.

Gráinne Troute
Chair of People and Culture Committee, Summerset Group Holdings

Thank you, Mark. Kio ora koutou , and good afternoon, everybody. Summerset's People and Culture Board Subcommittee assists the board to optimize executive remuneration policies and practices, company culture, leadership and capability, succession - and that's of both the leadership team and the board - employee development, inclusion, diversity, and engagement. This makes for a comprehensive schedule of work over the course of a year. In 2023, we met formally five times, along with several shorter single-topic meetings. Our agendas over the year that's under discussion considered matters relating to staff engagement and turnover, particularly to diversity and inclusion, to the leadership talent development and succession throughout and down through the organization, some particular clinical workforce challenges we were having, and strategies to address those, staff wellbeing, learning and development, and, of course, remuneration.

We've made refinements to ensure our remuneration structure optimally aligns with shareholder interests and company strategic priorities, and that particularly relates to executive remuneration. In this regard, we've broadened the comparator group against which we judge our relative total shareholder return for our long-term incentive scheme to now include the entire NZX50. Enhancements were also made to the short-term incentive scheme key performance indicators, or KPIs, and weightings to tighten their alignment to market practice. Readers of this year's annual report will no doubt have noticed that we've included a separate remuneration report for the first time. The report was introduced in response to the template developed by the NZX for the purpose of making reporting on the often complicated elements of executive and director remuneration more comprehensive and more transparent.

We've already had feedback that the report is useful to readers and will continue to focus on refining and enhancing future versions. Finally, I'd like to note that we've been delighted to welcome Summerset's new GM of People and Culture, Chris Lokum, to the team. I personally have very much appreciated Chris's expert contribution to the committee deliberations, alongside Scott and alongside the other committee members, Mark, Marie, and Vena, and the entire board. Thank you for your attention this afternoon. [Foreign language] Ngā mihi nui. Mark.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Excuse me. Thanks, Gráinne. I would now like to give shareholders the opportunity to ask questions, whether related to the presentations, the financial statements, or the management of the company. Questions related to the formal resolutions to be put will be discussed when we come to that part of the business of the meeting. Can shareholders present in the room please wait until a microphone is provided to you and clearly state your name before asking a question? I'll take questions from those present first before moving on to questions from shareholders online. If you are online, I suggest you start submitting any questions that you have now, as there may be a small delay in terms of us receiving them. If your question is received late, you can be assured that we will address it post the meeting if we can't get to it in the meeting.

You may also ask follow-up questions by submitting further questions online. We'll allow pretty reasonable time for you to ask questions. If we do run short and are unable to answer your questions online today, we will, as I said, endeavour to answer them post the meeting. If we receive a number of questions related to the same or similar topic, we may group these questions together and just provide a single response. If we receive questions related to village operational managers, we will forward those questions to relevant villages for discussion at the village AGMs. Each village has an AGM every year, as opposed to this annual meeting, if that makes sense. So the floor is yours, shareholders. Yes, lady over here.

Speaker 7

My name is Joy McNichol. Can you hear me with my mask on?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yes.

Speaker 7

Thank you.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yes, we can.

Speaker 7

I noted in the annual report you talked about a smoking ceremony in Australia. What is that, and why?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Well, that is, as I understand it, but correct me if I'm wrong, it is a ceremony that the indigenous population of Australia undertake. It's basically a blessing, isn't it, of the site and any dwelling that's going to be placed on that site.

Speaker 7

Very interesting. And secondly, St John's. Why that name for the Boulcott village? I presume it's that, or is it a second village?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Boulcott is a separate village in Lower Hutt.

Speaker 7

That's all right. Where is the St John's Village?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

That's in Auckland.

Speaker 7

Oh, that's all right. [crosstalk] No problem.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

It's above St. Heliers and.

Speaker 7

I need to tell you that the hospital board is sending people home rather than keeping them in the hospital when they have lost memory as a result of heart attack, etc., and when they're feeling unable to cope because of their complex medical needs. So I'm wondering how many residents you have who only have national superannuation to pay for whatever they need. That, to me, is quite a big point about what the retirement villages, what role they have to play. Do they get extra government funding, etc.?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Do you want to answer that?

Scott Scoullar
CEO, Summerset Group Holdings

Yeah. I can answer that question. What you're describing is a real thing, like we do get that feedback across the villages. People living independently with us, placed in pretty challenging situations at times, sent away from hospitals even in the middle of the nights, and at times were called upon to try and assist, from a care center perspective, to provide wraparound services for those people living in their own homes. That's tough for us as well because we're not funded for that. We're not staffed for that. We're actually staffed to run those care facilities. So we do find ourselves in that situation. We wouldn't understand or know of the wealth or personal circumstances of our individual residents living, so we wouldn't know anything about their ability to pay for support services, which I think you were maybe sort of talking about.

Yeah, we experience the same challenge. Look, we don't get any funding for that. We don't get any support for that from government.

Speaker 7

That's how I understand it. When I had a friend who was in a Presbyterian home, she was able to make up some of the superannuation benefit charges, but that was not nearly enough to keep her in that place. Okay, it was very basic. I thought it was disgusting. But do you have people who are in your facilities who only have national super? That's my big question.

Scott Scoullar
CEO, Summerset Group Holdings

As I said, I don't know that for sure. That's personal sort of information. Yeah. I mean, I think you can definitely apply for additional support, but typically what you find is that might be weeks after they're actually released from home. So it's that initial period of where they actually have to look after themselves. It's the challenge for us.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yes.

[inaudible]

Sorry, your name, sir?

Speaker 8

I'm a resident of Trentham. I could make an observation about the lady's question. I would believe that in our village, approximately 50% of the residents are only on the national super. You may remember the rates rebate that came in a few years ago for village residents, and Summerset's view was that there might be two or three people that might be able to claim. It's well over 50% of the residents, particularly singles, are able to claim.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Thank you for that. I mean, the broad point is that there is clear underfunding in the sector that should be addressed. Sorry.

Speaker 9

Kia ora, my name's Rachel Allen. I've already asked this question of your national office, and I have yet to receive a reply despite following it up several times. Could you tell me, does Summerset provide AEDs in each village? And if not, why not?

Scott Scoullar
CEO, Summerset Group Holdings

We do. Yes.

Speaker 9

Every village has one?

Scott Scoullar
CEO, Summerset Group Holdings

Yep.

Speaker 9

Great. That's fantastic. Where are they located? I've yet to see Summerset's.

Scott Scoullar
CEO, Summerset Group Holdings

I think normally in the village center, aren't they? Yeah.

Speaker 9

Yeah. In the care centers, village centers, and possibly other locations.

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

So just for people who might not know, that's automatic external defibrillators that you're referring to in case somebody has a heart attack within the village, so that there's a defibrillator available on site while you're waiting for the ambulance to come.

Speaker 9

That is fantastic because there are other providers out there who are refusing to put them in their villages. So I think Summerset are leading the way. Thank you.

Scott Scoullar
CEO, Summerset Group Holdings

Thank you, Rachel.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Nice to hear. Thank you. Yes, sir. Chef over here.

Andrew Wong
Managing Director, Summerset Group Holdings

Thank you.

Speaker 10

Hello. My name's Brian Busby. I have two questions. You talk about sustainability. This one really is directed at Andrew, I think. Is there any solar generation going on in any of the villages?

Andrew Wong
Managing Director, Summerset Group Holdings

Yes.

Speaker 10

Yes.

Andrew Wong
Managing Director, Summerset Group Holdings

We're looking at installing more retrospectively into the villages as well.

Speaker 10

Excellent. So the other question is a little devious, really. You talked about site visits for health and safety. Are those signaled in advance, or do you have a habit of turning up unexpectedly?

Andrew Wong
Managing Director, Summerset Group Holdings

A bit of both. Yeah. A bit of both.

Speaker 10

Good. I'm pleased to hear that. Thank you. Yes, sir.

Speaker 11

[audio distortion] , shareholder. At what point during the sales process, either a new unit or a resale unit, is that booked?

Scott Scoullar
CEO, Summerset Group Holdings

Sorry. Jesus, that's loud. Sorry. At the point that the person pays the money across and moves into the home.

[crosstalk]Summerset. In other words.

Speaker 11

When we get the money in the tin?

Andrew Wong
Managing Director, Summerset Group Holdings

We're not accruing it in advance, right?

Right.

Speaker 11

Yeah.

The second question is a number of or almost all of the other listed operators have run into problems in the last few years with stretched balance sheets, etc. What is Summerset doing differently to ensure that they don't end up in that particular point?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Well, I would say the biggest thing is that our broad focus is on broad-acre villages because we can stage those developments and start collecting cash, realizing cash much more quickly. We've got one major capital-intensive project underway that's to be delivered late this year at St. John's, as you know. Whereas we were going to progress our Parnell village, that was also a capital-intensive site, we thought that was going to be quite a stretch for us from a financial point of view, notwithstanding the long-term returns. So I would say very active balance sheet and funding management.

Speaker 11

Just finally, is Parnell still for sale, or is it actually being sold?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

It's still for sale. We're talking with a party or parties at the moment. It's in progress. Yeah. If there was something to announce, we would say so. But yeah. That's the lady over there.

Speaker 12

Okay. I'm Marilyn Powell. I've got three questions. Yes, Mark, you said that you're focusing on having the facilities for residents' care only. So what would the alternative to that have been?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

That we would accept applicants from outside of the villages. In other words, people who hadn't necessarily been resident before and are just coming to us and asking if they can take up a care suite, for example, from outside.

Speaker 12

That would not make them a resident if they took up a care suite. So do people have to be there for some time before they can use the care? I'm not saying that's a bad thing. I'm checking what you're saying.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yeah. It's effectively that it would provide for you if you're an existing resident, is the model that we're talking about.

Speaker 12

So they need to have been there for a period of time before they can get the extra care?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yes. But I mean, have we defined the period?

Scott Scoullar
CEO, Summerset Group Holdings

I just say to have been living there independently. So what about independent homes? So living in the village, essentially. So we'll cater for anyone with a need who's previously been living in the village. There's no time constraint or sort of time attached to that, obviously, other than the fact that they have to afford a home in the village.

Speaker 12

Yeah. I can see it makes financial sense, just checking my words. So you're not sort of, you're more focused on people in their little units in the villages because you're not wanting to be in one area.

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

From a care quality perspective, it's really about ensuring that we can provide that continuum of care so that if people have been living with us as independent residents and their care needs increase, then they will have priority for going into the care unit within our village, as opposed to someone who's been living at home, had a fall, they're in hospital, and they need care, and they're wanting to come straight into one of our care facilities. We would be giving priority to someone who had previously been a resident of our village.

Speaker 12

Well, yes, sir. I do realize that a lot of Summerset and Ryman and they are actually in the business of property. So I do understand that, but just checking what it was. Another one, you're saying age 75+ is growing. Yeah. Okay. Do you say? But I'm noticing just generally that there's a lot of younger people who've seemed disabled, like 50+ sort of thing. Are you finding more demand from younger people?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

No. Not so much. Our policies tend to focus on those over 70s. It's probably broadly what we look to.

Speaker 12

Right. Because we don't want people staying in a unit for 30 years anyway, do we? Right. Okay.

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

Partly just that they have very different care needs. So previously, for example, we've had people in their 50s who've had a head injury in a motorbike accident come into one of our villages. And we find that even though they are disabled and need care, that actually the care needs of a 50-year-old with a head injury is very different from the care needs of a 75-year-old. And so I think just in terms of focusing on what we're really good at, we're focusing on the older population rather than thinking we can provide care to younger disabled people who might have very different needs.

Speaker 12

That's okay. I'm not criticizing. Just checking whether there's been a demand for younger people. Then a question for Fiona. You're talking about the risks, managing the risks. But which risks are top of your mind? And that's my last question. Thank you.

Fiona Oliver
Chair of Audit and Risk Committee, Summerset Group Holdings

Our top-of-mind risks at an enterprise level are health and safety, clinical care, cybersecurity.

Speaker 12

Financial risks. Is your financial?

Fiona Oliver
Chair of Audit and Risk Committee, Summerset Group Holdings

Oh. We actually look at the Audit and Risk Committee. We oversee all of risk management. So we effectively, at each what we call business line, so we have the operations, which includes our care. We have our development and construction, and we have our corporate office. And each of those have their own risks. And then that process that's undertaken there then rolls up to what we call an enterprise risk level. So we look at general risk across the entire business.

Speaker 12

So it's not just something like, "Oh, property values are going down," or, "But people are living too long," or, "Or the homes are not coming online quickly enough." It's not actually—which that doesn't bother you as much?

Fiona Oliver
Chair of Audit and Risk Committee, Summerset Group Holdings

Ultimately, it is. Every enterprise risk has within it operational risks that will be impacted. So yes, all those things are underneath the hood. And when we question a certain area of what we call an enterprise risk, then sometimes we get down to talking about that level of detail. Specifically in terms of finances, it ranges really from our reporting obligations and what we're required to do in meeting all of the accounting standards and the right treatment, right through to what does a macroeconomic environment look like in terms of borrowing and interest rates, and where could they go, and how does it affect our debt levels, and that sort of thing. So it's quite wide-ranging.

Speaker 12

If you're not planning to come to us shareholders for more funding? Just checking.

Fiona Oliver
Chair of Audit and Risk Committee, Summerset Group Holdings

That's not an immediate term, no.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

We don't tend to focus on people living too long either, by the way. Just to clarify that.

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

We love to celebrate 100th birthdays with parties.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yeah. Absolutely. Absolutely. Yes.

Speaker 12

Apologies if I missed it in the annual report, but do we pay the living wage to our staff?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yes.

We do, don't we?

Scott Scoullar
CEO, Summerset Group Holdings

No.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

No?

Scott Scoullar
CEO, Summerset Group Holdings

No.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Minimum . [crosstalk] Oh, yeah. Yes. Slightly above. Okay. Yes.

Scott Scoullar
CEO, Summerset Group Holdings

Yeah.

Speaker 12

Yeah.

I didn't quite catch the answer.

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

We pay above the minimum wage, but not all of our staff receive what's called the living wage. We do provide additional benefits in addition to paying above the minimum wage. Yeah. It's a really good question, and it's something that we do talk about at board level and really try to make sure that we're paying people fairly for the skills that they have. As you've heard a few times today, the government funding for aged care is really low. We would love it if there was enough support for us to be able to pay all of our staff a living wage. That's a great question. Thank you.

Speaker 12

I presume there are benefits to paying slightly over the odds in staff retention then.

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

Yeah. That's right. I think you really see that with the improvement in our staff retention and the improvement in our staff engagement over recent years, that it's been a really big focus for that. Some of that is about asking staff what really matters to them and what makes a difference to their quality of life. For example, if we have carers who have school-aged children having more flexibility around our rosters so that they're able to work for us at times that suit them, making sure that we're providing staff with good-quality uniforms. Many of our staff get access to, for example, health insurance. We have some hardship funds if staff are needing to access those. Really trying to be responsive to what it is that matters to our people and being a good employer.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Okay. Yes.

Speaker 13

Cynthia Crowley, shareholder plus other investments with Summerset. Question is to do with utilities, power. Do you have one right through the country for all of your villages?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

No. I think we've got a couple, don't we?

Speaker 13

Do you get any benefits from them? Like, where was Genesis and they give power shouts? If you're thinking of your residents.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Yeah.

Scott Scoullar
CEO, Summerset Group Holdings

Yeah. I think we are. Look, we're using two power supplies at the moment and predominantly trying to get leverage and scale leverage for our residents so we can pass on discounts through via that.

Speaker 13

Are they getting cheaper? Is their power cheaper than other companies that you work with?

Scott Scoullar
CEO, Summerset Group Holdings

We have a commitment to normally be the cheapest in the market, I think, from memory. So we do benchmarking against other power suppliers and.

Speaker 13

Who are you with?

Scott Scoullar
CEO, Summerset Group Holdings

Well, at the moment, we're via Meridian and Pioneer, I think, the two.

Speaker 13

Right.

Scott Scoullar
CEO, Summerset Group Holdings

Yeah.

Speaker 13

So they're cheaper than, say, Genesis or anyone else?

Scott Scoullar
CEO, Summerset Group Holdings

Because we're sort of buying at that large scale and essentially passing that discount down to residents.

Speaker 13

Right. Okay. The other question is I'm looking at. Going to Aotea as opposed to The Landing, which has got all the bells and whistles. Aotea is set out better for the sun. I get all-day sun. I've got a view over Wellington Harbour, so I look over the bush. The Landing's got double glazing. Aotea doesn't. You're thinking of the health of the residents. Would you be putting double glazing in, which is a very important thing today?

Scott Scoullar
CEO, Summerset Group Holdings

Yes. Super good question. We've sort of been in these debates in the organization at times that do you put double glazing back in across all existing villas when they come up for restart. But we sort of made that decision to leave that as an optional extra for residents. So when you're coming in, you can actually have a choice to and we will discount that by 50%. So we'll pay for half the cost to put it in. But it's sort of that balance between keeping homes affordable so that residents can come in and actually afford to live life versus actually forcing some double glazing. So yeah, there's a choice there. It's a 50% discount if.

Speaker 13

Even when I'm looking at one that's NZD 1 million in the same thing and The Landing's NZD 1 million and it's got everything new.

Scott Scoullar
CEO, Summerset Group Holdings

Typically, it might be a different-sized home or it's sort of hard to tell exactly. I can have a chat to you afterwards. Have a chat to you afterwards. But normally, you would find that Kenepuru would be more expensive than Aotea if Aotea's cheap. The same price, you're probably getting pretty good deals.

Andrew Wong
Managing Director, Summerset Group Holdings

Sounds to me like Scott's negotiable, and you should talk to him afterwards.

Speaker 13

Pardon?

Andrew Wong
Managing Director, Summerset Group Holdings

Sounds to me like Scott's negotiable, and you should talk to him afterwards.

Speaker 9

Right. I will when I've.

Scott Scoullar
CEO, Summerset Group Holdings

Definitely have a chat to me afterwards.

Speaker 13

The other question was if we went into a villa, it's cost NZD 1 million. Your deferred fee is 25%. Others are 20%. So therefore, I end up with well, the estate would end up with NZD 750,000. My husband eventually's going to need memory care. He's bad enough now. Do I have to we've paid NZD 1 million? Do I have to turn around and pay like NZD 500,000 for an apartment in the memory?

Scott Scoullar
CEO, Summerset Group Holdings

If you're living within the village, you don't have to incur another capital outlay, but you do have to pay a second deferred management fee.

Speaker 13

What would that be? Because I'm hearing the same thing.

Scott Scoullar
CEO, Summerset Group Holdings

That would be the same. It'd be 25% of the price of that memory care home. I can chat to you afterwards if you want about that. But just in terms of your comment about 20% versus 25%, I'd say there's sort of one mainstream operator who's 20%, but most people would be 25%-30% across the market. Yeah.

Speaker 13

I can see you all need your fees.

Thank you.

Kia ora again. Just one other question about your continuum of care. So if someone moves from a villa and then they move into the rest home and then the hospital, and then they need advanced hospital for memory or whatever, will that be available at all villages?

Scott Scoullar
CEO, Summerset Group Holdings

It's not available at all villages. There's a couple of legacy villages that we have where we didn't build care facilities or we sort of built cut-down care facilities. But essentially, for all the new villages we're building going forward and for the vast majority of villages, you do have full continuum of care.

Speaker 13

Right. So can you tell me what Trentham has? Because that.

Scott Scoullar
CEO, Summerset Group Holdings

Trentham does normally have full continuum of care. We're going through that refurbishment process in Trentham at the moment.

Speaker 13

Right. So that could go to end-of-life if someone needed it if they were.

Scott Scoullar
CEO, Summerset Group Holdings

Yes. Yes. Yep.

Speaker 13

But not dementia.

Scott Scoullar
CEO, Summerset Group Holdings

No memory care. So that goes up to hospital-level care.

Speaker 13

Oh. So they'd have to move.

Scott Scoullar
CEO, Summerset Group Holdings

Yeah. The vast majority of our facilities got to hospital-level care. But that would be very high proportion of people.

Speaker 13

So if someone had to move to another village, would they still take priority as you mentioned earlier?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Oh, you mean another one of our villages?

Speaker 13

Another one of your villages. Would someone living, say, in Trentham who then had to move to Kenepuru, would they take priority over an outsider?

Scott Scoullar
CEO, Summerset Group Holdings

Trying to recall. You definitely have priority with your within-the-village. I'm pretty sure you have priority even across the villages, but I just need to double-check that.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

That's right.

Scott Scoullar
CEO, Summerset Group Holdings

Yeah. Alan was nodding. Yep. So in Wellington, for example, we have a memory care facility in Kenepuru. And so yes, that's sort of available for people right across those villages network. Yeah. We're just about to open another one also in Boulcott. Yep.

Speaker 13

Thank you.

Scott Scoullar
CEO, Summerset Group Holdings

No problem.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

There are no more questions. None online? No? Right. Ladies and gentlemen, we now come to the formal matters requiring resolution, which are outlined in the notice of meeting. There'll be the opportunity, if you want to, ask questions on each matter being put to shareholders. I will call a poll in relation to each of the resolutions. Shareholders join us here in the room today. You should have been given your shareholder voting card. If you were a shareholder and didn't register on arrival and wish to vote, please make your way to the registration desk outside of the room. The staff from Link will assist. Please mark your voting intention for each resolution, and the voting cards will be collected at the appropriate time.

Shareholders in attendance online will be able to cast their vote using the electronic voting card received when online registration is validated. To vote online, you will need to get voting card with the online meeting platform. You will then be asked to enter your shareholder or proxy number to validate. You can mark your voting card in the way you wish by clicking for, against, or abstain on the voting card. Once you've made your selection, you can then press submit vote on the bottom of the card to lodge your vote. Voting will remain open for five minutes after the conclusion of the meeting. The results of the vote will be published and announced through the NZX and ASX. If you're participating online and need assistance, please refer to the online portal guide or use the helpline that's specified.

Each of the resolutions in the notice of meeting are to be considered as an ordinary resolution and, as such, will be approved if they're passed by a simple majority of the votes cast by you, the shareholders, entitled to vote in voting on the resolutions. The outcome of the proxy votes will be displayed for your information after voting on all resolutions has been completed. Firstly, turning to the matter relating to the company's auditors. The motion concerns the fixing of the auditor's remuneration and seeks shareholder approval that the directors be authorised to fix Ernst & Young's remuneration. Are there any questions? Looks like it. Thank you. If you could now, on your voting card, select either for, against, or abstain for the first resolution. The next resolution concerns the re-election of Marie as a director of the company, having retired by rotation.

The board recommends Marie to you as a Summerset director and unanimously supports her re-election. Marie, would you like to say a few words?

Marie Bismark
Chair of Clinical Governance Committee, Summerset Group Holdings

Thank you, everyone. I feel like most people in this room know me quite well by now. So I'm Marie Bismark. I've been serving on the board since 2013. It's been one of the greatest privileges of my life to be a member of the Summerset board. When I was first appointed as a board member, my youngest daughter was only 10 years old, and she spent many, many school holidays being told that visiting Summerset villages was an exciting thing to do with her school holidays. And she would sit in the nursing station and play cards with the nurses while I did a tour of the village. And my youngest girl is now about to turn 21. So that tells you how long I've been serving on the board.

I am seeking your support for a further term, which is an unusual thing to do given how long I've been on the board. So I think it's up to me to convince you that I have an unusual set of skills and experience, which remain valuable for the organization. So just a little bit about my background. I'm an experienced company director. I've been serving on boards for around 20 years now. I was previously on the board of ACC in New Zealand, currently as well as Summerset. I serve on the board of the Royal Women's Hospital in Melbourne and on the board of GMHBA. I'm a fellow of the Australian Institute of Company Directors and have recently been appointed as a council member of the Australian Institute of Company Directors. Secondly, I'm a practicing doctor.

I'm currently working as a psychiatrist on the Kāpiti Coast providing mental health care. So that gives me a very on-the-ground understanding of the challenges involved in providing care within a resource-constrained sector to people with complex health needs. I've previously worked in hospitals in Australia for around six years. I think with our organization's expansion into Australia, that understanding of the Australian healthcare sector has been hopeful, and I hope will continue to be useful for Summerset. Thirdly, I'm a qualified lawyer. I'm registered as a barrister and solicitor of the High Court of New Zealand. I'm a professor of law at the University of Melbourne where I teach patient rights with Professor Ron Paterson. I think that aged care operates within a really complex regulatory and legal context, and that understanding of health law and protection of patient rights is really important for our organization.

Fourthly, I'm an internationally recognized health researcher. I lead a public health research team at the University of Melbourne focused on the relationship between clinician wellbeing and patient quality outcomes. I think within the board, it's really useful that I can bring a very evidence-informed approach to ensuring that what we're doing within Summerset in terms of care quality is really at the forefront of international practice. Finally, and most importantly, I'm absolutely passionate about the organization and the work that we do. Professionally, we are seeing a huge increase in the proportion of older people living in the community in New Zealand and Australia. I think in many ways, society is really unprepared for those demographic changes.

It feels enormously important to me to be part of a company that is helping to prepare for those demographic changes and to make sure that older people receive the quality of life and care that they really deserve. I've been incredibly proud over the time that I've served on Summerset to be leading the clinical quality committee and to see the growth and maturity in the way in which we improve our clinical quality and continue to innovate in the best interests of our residents and our staff. At a very personal level, I've really seen the difference that Summerset makes in people's lives. As I mentioned at the last AGM, my dad was a resident of Summerset last year. It gave me a very personal commitment to this organization and continuing the work that we do.

Thank you for your support over so many years. I would like to offer myself for re-election. I'd be very grateful for your support, and I'm happy to answer any questions. Thank you.

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Thanks, Marie. As you can tell from Marie's resume, she is eminently qualified, and we're very lucky to have her. But are there any questions concerning their resolution to re-elect Marie? No? Thank you. Right. If you could now select either for, against, or abstain on resolution two of the voting card. Turning to resolution, the final resolution is about the increase in the fee pool for directors' fees. The current fee pool is NZD 904,450+ GST. Actually, what we're paid is NZD 854,220+ GST. The standard directors' fees haven't increased since 2022. People and Culture Committee has engaged PwC to benchmark the fees paid to Summerset directors against a peer group of NZX-listed companies selected on the basis of comparable market capitalization. A copy of that report was available on the website.

Based on PwC's report, the board recommends to shareholders the maximum annual directors' fee pool payable to all directors of Summerset taken together be increased by NZD 105,550, which would bring the total pool to NZD 1,010,000 + GST. This would allow for standard director fees to be increased to the median level identified by PwC in their benchmarking report as set out in the notice of meeting. This includes the payment of new committee member fees to directors other than me, who are members of a standing committee. This fee would be paid once for directors, whereas most companies that have committees actually pay a per-committee fee. So in our case, there would just be one fee even if members are sitting on more than one committee.

As I described earlier, and you would have heard from each of the committee chairs, the workload of each committee is not insignificant.

A lot of the heavy lifting that happens at board level is done within those committees and indeed on an individual director-by-director basis. You'll see from our published material, committees hold a number of meetings throughout the year, have extensive work programs, and are particularly designed to deal with key risks and issues from a governance point of view. So it makes good sense that we spend extra time in those areas. The proposed increase would provide a little bit of headroom of NZD 50,000, and that would be only used in order for the board to approve special payments to directors for assuming additional responsibilities well above and beyond the normal duties that one would expect. For example, if we were to receive a takeover proposal. As you can imagine, if something like that happened, there'd be a substantial amount of extra work involved.

I now put the proposal that the maximum annual director fee remuneration payable to all directors of Summerset taken together be increased by NZD 105,550 -NZD 1,010,000 per annum plus GST. Any questions?

Speaker 14

What other benefits do you people get?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

None.

Speaker 14

Oh, like no expense accounts?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Oh, well, if we're attending meetings, for example, we'll get our airfares paid and our accommodation. That's it. Yeah.

Speaker 14

The other thing, of course, in the current recessionary climate, do you think it's wise for you to be asking for more money?

Mark Verbiest
Development and Construction Committee Member, Summerset Group Holdings

Well, it hasn't been an increase for two years. The last increase actually didn't get us to the median, and the rate of inflation has been quite a bit higher. So I'd argue that it's we think it's appropriate. We've taken into consideration current economic times. But equally, we've got to make sure that we pay people appropriately. Any other questions? All right. If you could please now select either for, against, or abstain for resolution three on the voting cards. At this time, I'd like to advise the outcome of the proxy votes that were lodged in respect of each of the resolutions. I will not read the proxy results for each resolution, but they're shown on the screen, I think. Yes. Everyone can see those. Link Market Services will now move through this room in order to collect your voting cards.

For the shareholders online, you can now submit your vote. Voting will be open until five minutes after the conclusion of the meeting. Results of the poll will be announced on the NZX and ASX after the conclusion of the meeting. Ladies and gentlemen, I thank you for your attendance at this year's Summerset annual meeting, and I now declare the meeting closed. Thank you very much.

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