Summerset Group Holdings Aktie

Ladies and gentlemen, good afternoon. My name is Mark Verbiest, and I'm the Chair of Summerset Group Holdings. As you know, we had to make a last-minute change to make this an online-only meeting. The Wellington region was put under -- put into a state of emergency yesterday following extremely high rainfall and flash flooding and that has continued through today.

In the interest of safety, we didn't think it was responsible to have an in-person attendance this year. And I hope our Wellington-based shareholders are safe and dry. Thank you for working with us as we've adapted to these conditions. We're pleased to welcome you as online participants through our virtual meeting platform provided by our share registrar, MUFG Pension & Market Services. Welcome to the Summerset's 2026 Annual Meeting. Shareholders can vote and ask questions online.

I'll provide you with further instructions as we progress through the meeting. Also virtually in attendance today are my fellow directors, Fiona Oliver, Dr. Marie Bismark; Venasio Lorenzo Crawley, Grainne Troute, Dr. Andrew Wong and Stephen Bull. We also have with us our CEO, Scott Scoullar; our CFO, Margaret Warrington, our auditor Rich Dave from PwC and David Raudkivi, our lawyer from Russell McVeagh.

Now covering off the formalities of the meeting. The Company Secretary has confirmed to me that the notice of meeting has been duly given to all shareholders and other persons entitled to receive it and that the meeting has been duly convened. I'll turn to the formal resolutions later in the meeting. I confirm that a 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 an address, and you will hear from our CEO, Scott Scoullar. You will get an update from our Board committee chairs. There will be general business and a chance for shareholders to ask questions and then we'll address the formal business of the meeting, which includes the formal resolutions.

In this regard, I do note that we have previously decided to withdraw Resolution 5 directors' remuneration from the meeting due to the changed landscape since the benchmarking work was completed and the resolutions were originally put forward.

Focusing on all resolutions will be conducted by way of poll. Shareholders will be able to cast their vote using electronic voting cards received when your online registration was validated.

Please refer to the virtual meeting guide or you can find the help line on 0-800-200220 from New Zealand or 1-800-990-363 if calling from Australia. Questions from shareholders will be taken through the virtual meeting website. To ask question, click on the Ask-A-Question box either at the top out of the web page at any time during the meeting. Type your question into the form and submit.

Your question will immediately be then submitted and I certainly encourage shareholders who have questions to send their questions through as soon as possible, there can be a slight delay as these are loaded onto the platform.

Proxies have been appointed for the purposes of this meeting in respect of approximately 142 million shares, representing approximately 58% of the issued capital. As I've indicated on the proxy form, I intend to vote all undirected proxies I have received as chair in favor of the resolutions being put to the meeting.

I'm holding up to 233,280 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 2025, together with the auditor's report, are set out in the company's annual report, which has previously been distributed to all shareholders.

We will address any questions on the financial statements in the general business section of the meeting. It is my pleasure to address you today at this Annual General Meeting as your Chair. Over the past financial year, the wider business environment has continued to be challenging and uncertain with a sluggish economy and property market in New Zealand.

Despite this, Summerset delivered a strong operating result for residents and shareholders, remaining disciplined on our build rate and costs while continuing to grow the portfolio.

Our underlying profit for the last financial year was $234.2 million, which was up 13% on the prior year, reflecting further increased sales and continued portfolio growth. We also lifted our net tangible assets per share by $1.32 over the year to $13.75, and the Board declared dividends totaling $0.245 per share for FY '25, and that was consistent with the prior year.

The Board remains focused on maintaining a prudent balance sheet and strong liquidity. Note that we repaid debt after completion of developments we don't tend to carry core debt within the operating side of the business. At year-end, our gearing was 37.1%. Bank debt approximated $1.97 billion. of which we retained $627 million of undrawn debt capacity. And we continue to have strong lender support.

This gives us flexibility as we progress major village developments across New Zealand and Australia. I'd like to share key aspects of our performance and progress, which are fully detailed in the annual report released in February. We believe our last financial year results reflects the strength of our core broad acre model and the disciplined approach to sales, build rates and costs.

Looking ahead to the current financial year, the Board's priorities are to continue supporting portfolio growth in both New Zealand and Australia, but only while maintaining balance sheet and cash flow disciplines. FY '25 was another strong year for sales with 1,560 occupation rights sales in total, of which 805 were new sales and 755 were resales of existing units.

That's a 26% increase on the prior year. We did also meet our build covenants, delivering 637 homes under ORA or Occupational Rights Agreements and made significant progress across our development pipeline in both New Zealand and Australia.

As the businesses continue to grow, the Board is also focused on disciplined cost management. While we expected some cost growth as our village footprint expands in both New Zealand and Australia. We are carefully scrutinizing expenditure and are supporting management to find efficiencies while protecting the services that we offer residents.

Through FY '25, we continued to experience high demand and inquiry for our offerings. The number of population age 75 plus continues to grow at a reasonable clip. It continues to be a significant number whoever the desire for improved lifestyle health and a greater sense of community. Despite tough economic conditions, our addressable customer market continues to grow and it will do so for some decades to come.

At year-end, our total unit portfolio reached 8,673 units, which is up from 7,970 units in the prior year, and we continue to scale our teams across villages, construction sites and offices in New Zealand and Australia. Focusing on New Zealand. Our construction team worked across 18 villages in New Zealand during the last financial year and delivered 637 homes, in line with our forecast build rate.

Major milestones included the delivery of our Cambridge Village Center and significant apartment deliveries at St Johns. There's 120 apartments alongside a major build at Boulcott in Lower Hutt. In the first quarter of this financial year, we officially opened the new Village Center buildings in Cambridge, Waikanae and Whangarei. Completing so many buildings at once did impact our operating cash flow, but we knew that, and we are now past that concentrated build period.

We continue to be committed to expanding our footprint and enhancing our offerings to meet the growing demand for our services and that demand is continuing despite perhaps and maybe because of, in some respects, the current environment.

Today, we have 44 villages completed or are under development. Including 10 greenfield sites and a well-diversified land bank of around 6,672 units and care beds across New Zealand and 4 current sites under development in Victoria, Australia with a further 3 proposed, giving us quite a lot of flexibility in the rate and location of our development.

In Australia, we continue to follow a measured and deliberate growth path. A major milestone last financial year was completing our first village center at Cranbourne North in December. And in fact, we've introduced our first residents into that facility as I'm speaking to you today.

We delivered 56 homes in Australia in the last financial year, including 40 sets at Cranbourne North and the first 10 villas at our second village Chirnside Park. Construction has also progressed further south in Torquay with civil works only as we progress these sites towards our first ILU deliveries currently expected from 2027.

In the current financial year, we expect to build 100 to 150 homes in Australia and continue to build our brand and sales momentum as Cranbourne North Village Center comes fully into operation. Scott will speak in more detail shortly about our financial performance for the last financial year and the drivers behind our results.

But as Chair, I wanted to add a specific comment on cash flow because it is a clear focus of many of our shareholders. In the last financial year, we generated net cash from operating activities of $548.2 million, which is up from $443.2 million in FY '24, reflecting the strength of our trading performance and cash receipts from our residents as our portfolio continues to grow.

It is important to recognize that Summerset is still in many respects, a relatively young growth company. A meaningful proportion of our portfolio is still either under development or as early in its economic life and that affects the cash profile of the business.

In newer villages, there is typically a period where cash is absorbed as we complete village center buildings and other shared facilities. Before those villages reach a more mature state in a steady state position.

We are focused on improving the transparency of our cash flow disclosures for shareholders, which you can see in our latest full year investor presentation, and they show an important point that cash flows mature and strengthen as we move from the build phase to established operations. As more of our portfolio enters that phase, we expect to see a growing contribution of cash flow from existing operations.

We are proud of our approach to sustainability and have continued to lift our focus from embedding sustainability to delivering measurable results. This year, we again released our sustainability review alongside our climate-related disclosures alongside the annual report. This document outlines our successes over 2025 as well as the risks and opportunities that climate change presents for us as a business.

For FY '25, our sustainability initiatives and milestones included installing more than 1,500 solar panels diverting 5,624 tons of construction waste from landfill, standardizing reduced carbon concrete for future builds and meeting all 3 of our sustainability-linked lending performance targets again. We also remain on track to meet our near-term science-based target of a 49% reduction in our Scope 1 and 2 emissions intensity per square meter by 2028 and that's against a 2022 base year.

In terms of the regulatory environment, both in Australian and New Zealand governments are progressing changes that are highly relevant to our sector. In New Zealand, the government has indicated it plans to introduce changes to the Retirement Villages Act in this current year.

The proposed package includes ceasing weekly fees after a resident vacates, preventing operators from charging for maintenance and operating operator-owned chattels and paying interest after 6 months if a home remains unsold.

The most significant change is a requirement for villages to buy back units as they haven't been sold after 12 months. Summerset's practice is already aligned with these proposed settings. Our weekly fee stop when a resident leaves, we don't charge for maintenance or repairs of chattels we own and we already pay interest after 6 months if a home remains unsold.

The vast majority of our resale homes sell within 4 to 5 months. So we do not expect these regulatory proposals to impact us materially. But we will continue to engage constructively with officials and industry bodies undertakes a scenario analysis and advocate for settings that support residents while maintaining a sustainable model as the legislation progresses.

In Australia, a new Aged Care Act came into force last November. Our Australian team has been working to ensure our policies, systems and training meet the new requirements, and we are confident we can meet these requirements from day 1 as we introduce care services in the current year.

Over the current -- over recent months, I should say, we have seen heightened economic uncertainty following the conflict in the Middle East. As a Board, our approach to this environment is straightforward. We will continue to manage our build program actively, keep a wary eye on the supply chain and signs of potential construction cost inflation or its consequences, maintain a tight focus on costs and maintain prudent balance sheet and operating settings so that we remain resilient through this volatility.

And we've actually had to manage this now for the last 6 years, if you think about it because it wasn't that long ago that the last crisis that the company and the economy experienced was COVID. We'll continue to monitor the conditions closely.

And if we see a material change in demand, settlement timing or cost pressures, you can be assured we will update the market accordingly. I'd like to thank my fellow directors for their work and support over the last year and to thank the Summerset team for all that they do in supporting our purpose and vision and for their excellent execution last year. Thanks to also to you, our shareholders, for your continuing support and trust in us as we work to grow and build excellent retirement villages.

I'll now turn to Scott, our CEO, to address the meeting. Scott?

Good afternoon, everyone. Thanks for joining us virtually today. Given the weather events, I hope everyone is safe and well at home. Look, I've just got 6 slides I wanted to sort of talk through with my reflections on 2025. So next slide, I'm just going to start with profitability. As Mark mentioned, underlying profit was $234 million, up 13%.

We feel it's a pretty credible outcome given there was a bunch of sort of things we found going on in 2025. There was quite low consumer confidence. We experienced a subdued sort of state in terms of the property market and high cost of living. So we sort of were dealing with all 3 of those dynamics. And so a 13% increase in underlying profit, we were sort of quite comfortable with.

There's 2 sort of key drivers underneath that. The first one was strong sales performance, which I'll sort of talk about a little bit more on the next slide. And then there was also improved care profitability. In terms of the care profitability, we started a journey in 2024 to put ORA as on care beds and start charging ORA as on care beds, much like we charge an ORA on a retirement village product.

And -- so that's been sort of a 2-year journey for us. That's had a positive outcome from a profitability sense. So that has lifted profitability in 2024 from $2.7 million up to just close to $19 million last year in 2025. I would context that we've got about $1 billion worth of aged care assets.

So in terms of return on investment, that is still quite a modest return of 2%, but it is a change in terms of lifting profitability. In terms of the IFRS net profit after tax of $260 million, that was down $70 million relative to 2024 and principally driven by a subdued property market. So meaning essentially, we received less valuation uplift associated with increases in our house prices in our portfolio.

We also -- as Mark sort of introduced before, we introduced some new cash flow-based measures. And those sort of cash flow measures are really aimed at looking at the kind of the core cash flow generated from the sort of operating side of our business. And what that shows and gives transparency around is we generate cash flow from existing operations of $32 million.

But if you split that up between completed villages, those ones that are sort of mature and operating in a full, we actually generate about $74 million worth of cash flow from those. But in terms of developing villages, the villages that we're sort of just in the process of filling up, building still on, we actually generate cash flow losses of about $41 million on those.

So as our villages get older, completely full up and mature, the cash flows improved. So there's quite a burden attached in the business to that growth initially, but the longer-term growth, as Mark pointed out before, is a lot healthier. And so the completed villages sits at $74 million, as I said, relative to the group being at $32 million. In terms of total assets, they were $9.2 billion and up 15% and the core driver of that sort of that NTA share per share uplift to $13.75.

Pleasingly, gearing reduced by 0.1% and the rate of debt growth also slowed as well. Next slide. In terms of trading performance, as Mark talked about, ORA sales, 1,560 homes were sold in the year and that split being 805 new sales and 755 resales. That 26% uplift in sales at a headline level was a substantial impact on the 13% overall profit growth.

But pleasingly, at the same time, new sales were up 37% as well. And when I look at sort of the stock levels at the end of the year, we ended up with new sales stock was flat, which is a really strong outcome given we delivered both our Cambridge main building and our St. John's second half of that village, which was 120 homes we delivered in the second half of that village, both right at the tail end of 2025.

So for us to be able to hold stock flat given the fact that when you deliver sort of second half of a large village like St. John's and that main building at the end of the year, you're never going to be able to sort of sell those homes down in that year. The rest of the portfolio actually stock levels reduced right across the rest of the portfolio.

Pleasingly as well, the mix of the stock and sort of the quality of the stock improved in the sense that we had 44 more contracted units in New Zealand and 41 less uncontracted units in New Zealand, which is the bulk of the stock. And so the quality, there was a lot more homes that were contracted rather than uncontracted sort of sitting in the stock levels.

And in terms of resale stock, we were sitting at about 2.7% of the portfolio being uncontracted resale stock. And my experience with being with the business for the last sort of 12 years has been that that's at a level which is pretty much at the bottom end of where you can actually achieve or that's as good as you can actually achieve as a business.

And so the stock level is in a very positive state for resale stock as well. And there's probably 2 drivers behind the strong sales performance. The first one is our brand has strengthened quite considerably over recent years. If I look across brand metrics being familiarity, awareness, consideration, it doesn't matter which sort of prompted awareness, unprompted awareness.

Whatever we look at in brand, we've gone from sort of being sort of mid-pack probably 5, 6 years ago to being top 1 or 2 and for a number of years now being top in consideration on the brand metrics that we receive. And so I think the brand is in a very, very healthy state.

And the second point is in these property market sort of challenging sort of environments like we saw in 2025, people aren't necessarily always making a lifestyle choice. They are moving for other reasons, security, connection to others and potentially looking forward at the future needs that they have with aged care as well. And those things keep occupancy strong.

So occupancy overall for the business and at the end of 2025, we were 95% for retirement villages and 94% for aged care. So that was again as well at pretty high levels for the business. The next slide I'll just touch on is, first of all, is just demand. I just sort of that top right graph there that it might be hard to read on the screen, but essentially, what that just shows is the population demographic in New Zealand, and it's very, very similar for Australia as well, that graph looks exactly the same.

But over the next 30 years, essentially, what it says for both New Zealand and Australia is the population basis of people living who are over 75 years doubles in size. And so we are fortunate to be in a sector that we have strong demographic tailwinds that support us.

But I often get asked the question like what happens if the property market doesn't improve and property market stays flat for the next 5 or 10 years. That graph below that, that embedded value graph there on the right-hand side, bottom, what that basically shows is the for all the homes that are sitting in our portfolio where people are living in them, it shows the valuation uplift that we will get when we basically repay that outgoing resident, the sum that we owe them and what we can lift the sale price for that unit to when we resell that home.

And so what essentially that graph says is even if property market stays the same for the next 10 years, we've got $2 billion worth of embedded value gains that sit there for shareholders that will be realized as those that resale portfolio sort of continues to -- homes to come available and then resell. In terms of fuel crises, as Mark touched on before, there's been a lot of planning and preparation for us.

And what we've sort of essentially done is look through the phases of the New Zealand fuel management plan and said, what is that at each phase level, what is that impact on us? And what would that mean for residents, for staff, for how we run the business. And so we feel very well planned in the sense of if we were to continue to lift up in terms of phases of the New Zealand fuel management plan the government have.

But in terms of day-to-day inflation pressures, we are seeing quite a few bits of inflationary pressure on the operational side of the business. On the construction side of the business, we're protected a little bit more by we have 2 things. One is a large component of our construction portfolio has already been tendered. So about 60% of our build program for this year has actually already been tendered.

And then the second thing is we have sort of just on 100 supply contracts for materials, which are locked for multiple years. So if those cost pressures continue to escalate on the construction side of the business, we're sort of protected through pretty much until close to the end of the year. Q3 is the very, very earliest and -- but we are seeing some pressures on the operational sort of side of the business right now.

In terms of sales, I'll touch on like in terms of aggregate sales volumes at the moment, we're not really seeing any change in aggregate sales volumes week in, week out in terms of people coming in the propensity to sign a sales contract. We are seeing 2 things. We are seeing a shift a little bit away from -- so our Auckland villages are a little bit quieter at the moment and our other villages across the country are actually a little bit busier at the moment.

So that was the aggregate volume of sales hasn't changed a lot. We're seeing a shift between Auckland being actually more impacted and outside of Auckland actually going still really well. And so why is that the case? There's a couple of aspects to that dynamic. The first one is we have actually built quite a few main buildings.

And so we had Cambridge at the end of last year, Waikanae, Whangarei and Blenheim all opened in probably the last 6 months. And so when we open a main building, that's we're opening access for facilities such as aged care. And so we've seen a lot of aged care sort of sales come out of those villages.

And so that's why part of that shift in dynamic is an expected shift attached to just us building large volumes of products sitting outside of Auckland. But part of that, I think what we're seeing in Auckland is attached to confidence around the property market with the fuel prices going on at the moment as well.

So we're seeing sort of 2 things, demographical shift outside Auckland a little bit and also a shift a bit more towards some of the needs-based product that we have at the moment. In terms of next slide, I just wanted to quickly touch on growth. Mark sort of covered off a large component of the build program for last year.

You will notice we didn't really weren't really out acquiring lots of land. So the only land that we purchased was an extension to our build block site, which gives us about another 60 homes that we can develop there. The main focus for last year was sort of transitioning our land bank through to sort of fully consented.

And so in terms of that, for our Mosgiel and our Rotorua villages, we received full consent for those 2 sites. And then we lodged applications for our brand-new Mission Hills site in Hawke's Bay and also 2 village extensions we have one in Boulcott, one in Blenheim, and we've got a third one in Waikainae. So we launched all 3 of those. So -- and those ones that we have lodged applications for, we're sort of pretty confident that will receive approval for those in the first half of this year.

In terms of Australia, Mark did touch on some quite big landmark moments for us opening the first main building in Cranbourne North. That's the first opportunity for Australians living in that Victorian community to sort of really get a true sense of what retirement village integrated living is like in the Summerset village. And so we do have our first aged care residents there, our cafe open, our swing pool, all that sort of stuff happening.

Our Chirnside Park Village, we delivered our first homes there at the end of last year, and we are opening that village sort of mid this year. And then we have 2 other sites, our Oakleigh South site, which is very well progressed in terms of building both retirement homes, but also the main building infrastructure, which we're all building at once on that site.

And then we're heavily into earthworks at our Torquay site as well at the moment. So we think we will feel well progressed towards lifting that build rate in 2027, subject to economic conditions to the 300 we have previously talked to the market about. In terms of next slide, Again, so Mark has talked about this.

I think at the moment, our real focus is on watching what's happening in the economy and the environment, making sure that we're being prudent with our decision-making, protecting the balance sheet, managing the cost base of the business very prudently as well, but also making sure that we don't compromise our resident experience and our staff's engagement as well.

And so look, we are really proud of that 91% of customer satisfaction for villages and 89% for care and much the same with those engagement scores. You can see there of 8.3 out of 10 and retention of 84%. Those in terms of just context in terms of engagement scores, they would be in the top 5% to 10% of health care providers around the world. And so -- and I think on the resident side of things, obviously, our residents are our #1 brand ambassadors for us as well.

And so making sure that we get that balance right there. And then look, just last slide, -- and in terms of closing comments, yes, we will continue to watch the fuel prices closely. We feel well planned for that. We will continue to benchmark review costs for this year, make sure that's appropriate.

We'll keep looking at the build rate as well. And so it's fair to say at the moment that in terms of that guided build rate, we're probably feeling more confident about delivering at the lower end of that spectrum, but that may change as we go on. And so as Mark said, we will keep the market updated as to what we're seeing in terms of trading conditions. And we'll keep a focus on St. John's and Boulcott, which are very important villages for us to continue to sell down well.

Thank you for that, and I'll hand back to Mark.

Thanks very much, Scott. I now ask each of our Board committee chairs to make some brief comments on their committee and the work that they've undertaken in the committee over the last financial year. Fiona Oliver chairs the Audit and Risk Committee; Stephen Bull chairs the Development and Construction Committee, and Marie Bismark chairs the Clinical Governance Committee and Grainne Troute chairs the People and Culture Committee. Fiona, I will ask you to address the meeting first, please. You're on mute, I think, Fiona.

Apologies. I thought someone else had that control. Good afternoon, and thank you for the opportunity to talk about the activities of the Summerset Audit and Risk Committee during the prior financial year. The Summerset Audit and Risk Committee operates under a broad mandate to support robust governance practice, financial discipline, transparent reporting and effective risk management.

These responsibilities are, of course, crucial for any listed company and particularly significant for Summerset given its position in a highly regulated sector and its ongoing expansion in New Zealand and Australia. During the prior financial year, the committee concentrated its efforts on 4 primary areas: financial and nonfinancial reporting, capital and treasury management, risk management and internal audit.

Financial reporting has remained a top priority for Summerset. The committee with assistance from PwC as our external auditor, has worked diligently to ensure compliance with half year and full year financial reporting obligations. To keep financial disclosures robust, clear and meaningful for investors, significant attention continues to be given to testing and reviewing our potential disclosures.

The committee recognizes that transparency and consistency are vital to building trust in Summerset and the wider retirement village sector and remains committed to responding to feedback that helps stakeholders better understand our business and the relevance of financial performance measures to different parts of it.

Climate-related disclosures continue to be a significant area of oversight. The committee is dedicated to meeting nonfinancial regulatory obligations and is supportive of the business as it strives to lead in reducing carbon emissions and advancing sustainability practices. Treasury governance represents another important aspect of the committee's responsibilities.

This has involved assessing the appropriateness and implementation of the Summerset treasury policy. A subcommittee of the committee oversighted the retail bond program and the committee ensured all required reporting is submitted to the bond supervisor. The committee was also presented with and discussed the long-term debt management framework for the group.

The committee routinely evaluates Summerset's enterprise risk framework. Every 6 months, we reviewed and discussed key existing and emerging enterprise risks across the group, along with the effectiveness of the risk management strategies. The internal audit program is closely linked to risk management, supported by KPMG as our primary internal auditor and with specialist auditors engaged as needed, the committee has completed an extensive program of internal audit reviews.

These reviews have covered critical areas such as privacy, cybersecurity, certain operational processes and systems and aspects of Summerset's Australian operations. In Australia, reviews have included readiness to provide residential aged care, compliance with the Retirement Villages Act obligations and the effectiveness of settlement processes. The work in Australia is, of course, noteworthy as it marks the imminent opening of Summerset's first care center in the country. Finally, on behalf of the committee, my sincere thanks are extended to the management team and third-party providers for your engagement and commitment to fulfilling the committee's responsibilities. Thank you.

Thanks, Fiona. I'll now ask Stephen Bull, to comment on the work undertaken at the Development and Construction subcommittee.

Thanks, Mark. Just confirming everyone can hear me okay. Not hearing otherwise, so I'll continue. Good afternoon, everyone. As Mark has mentioned, I'm Stephen Bull, and I Chair the Development and Construction Committee of the Board. I wanted to start by acknowledging my Board colleagues who sit on the committee with me. That's Mark, Fiona, Vena and Andrew.

The role of the committee is to provide governance and oversight of the group's development and construction activity. As Mark and Scott have outlined today, we continue to successfully deliver on our pipeline of new villages. And as we know, the current global environment continues to make that more and more challenging.

It is important that the group continues to assess and reassess how it goes about delivery on its pipeline to ensure we create the highest quality villages while continuing to prudently manage our capital. The committee plays an important role in overseeing this. A couple of key focus areas for us over the last 12 months.

Include: firstly, a continued monitoring of the performance of all of our projects and oversight of changes to program, design and financial performance. The management team actively manage our portfolio of projects to determine which should move faster and which can be slowed down to best manage our capital. This is an ongoing activity and increasingly important in a volatile world.

Maintaining flexibility across the portfolio is a key focus for the committee. ongoing risk governance. We have had a particular focus this year on managing risk in our supply chain to ensure the stability and quality of our contractors and subcontractors. As I have mentioned in previous years, the committee ensures the group's continued focus on work, health and safety as it relates to our construction and development activities.

A lot of this is about culture and not just about procedures and practices. And to that end, the committee has spent time visiting many of our construction sites throughout the year to talk to the broader team and to see and hear from our staff as well as our contractors, how we approach this critical area of the group's work. The committee takes a strategic oversight view of the scale and makeup of our land bank and our annual unit deliveries.

As I've mentioned, with market conditions are volatile, we have ensured our pipeline of new villages is scalable and flexible in both New Zealand and Australia. We continue to look to prudently expand our footprint and to consent our land bank, allowing us to flex build rates to meet the forecast demand in the market. Fourthly, we take -- we overview the continued growth of design, procurement and construction capabilities in Australia.

As we know, Summerset is its own principal contractor in New Zealand. But in Australia, historically, we have outsourced that function. So we continue to work with the group to establish self-performance capability in Australia with a view to moving down that path for future projects. Lastly, our focus remains on design progression and enhancement.

The team take an active continuous improvement approach to our village designs, ensuring that our homes and our main buildings continue to change to meet market expectation. The group challenges itself to not only improve design aesthetics, but to improve design efficiencies without jeopardizing the quality of what is delivered.

As Mark and Scott have said, it is important that we prudently manage our development pipeline and the committee's focus has been very much on that issue this year. The team have done an incredible job again this year to deliver the result you heard about earlier. Sometimes we hear these results, and we forget about the complexity involved in achieving them.

So on behalf of the committee, I wanted to acknowledge the team who have sensibly managed this part of our business through these increasingly volatile times. And to my colleagues on the committee, I thank you for your focus and challenge to ensure these activities are overseen. Thanks, Mark.

Thank you, Stephen. I'll now ask Marie Bismark to make some comments on the Clinical Governance subcommittee.

Good afternoon, everyone, and thank you, Mark, for the chance to share some of the work of our Clinical Governance Committee. I'm Professor Marie Bismark, and I chair the committee, very ably supported by our committee members, Andrew Wong and Grainne Troute.

And I would like to acknowledge the other Board members who often attend our Clinical Governance Committee meetings as well. As I was reflecting on the year that's been, it struck me that the theme of our committee's work in the last year has really been one of connection and support, making sure that our nurses, caregivers, the rest of the clinical team and our clinical leaders and our residents never feel alone.

So I really wanted to talk to you about 3 areas of connection that have been a focus for our committee. The first area has been connecting our clinical staff with support from senior colleagues. We know that our nurses are often making very skilled clinical decisions, and it can be a lonely place to be to be the only nurse in a care center overnight.

So we're really proud that we've established a telehealth service, which is staffed by some of our most senior and experienced nurses so that nurses and villages all over New Zealand can access senior clinical support 24 hours a day, 7 days a week.

This service has been wonderful in providing an extra layer of support for nurses and making complex care decisions, and we hear that it's been very rewarding for some of our most senior and experienced nurses to be able to share their skills and experience in this way. We've also been making sure that our team in Australia feel well supported in establishing clinical care in our first Australian villages.

As you heard, it was a major milestone for us to complete our first village center at Cranbourne North, and we really look forward to welcoming our first assisted living residents and care residents. And I want to acknowledge the wonderful partnerships that have happened between the New Zealand and Australian teams to make sure that we're ready for this to happen.

Within our committee, we also monitor a dashboard of indicators, looking at things like staffing levels, the stability of clinical leadership and any adverse events that might be occurring. This helps us to identify which villages are thriving and which villages may need some extra support. The second area has been around creating more time for our clinical staff to connect with our residents.

We know that both our nurses, our caregivers and our residents really value that face-to-face time, and we've been exploring ways in which technology can free up more time for those in-person interactions. We've been trialing several new technologies, including an artificial intelligence tool, which can help nurses with writing their clinical notes in a more timely and accurate way, which frees up more time for face-to-face interactions.

And then the third area that our committee has been really proud to support is around connecting residents with each other. We know that being engaged with activities, feeling part of a strong community is such a big part of what brings the best of life to our residents.

We've installed Lumen, which is a new communication and entertainment system, which helps residents to find out what's happening in the village to be able to book into events and to be able to message the village team and the other residents. We also know that moving into a village is a really positive experience for our residents, but those first few months can be a big transition.

So we've been setting up a resident buddy program in which new residents are buddied up with a resident volunteer to help them settle in and feel supported and connected. So those are just some of the initiatives that we've been taking around that theme of connection care and support.

I'd like to express my deep thanks for the work of our clinical team, the nurses, caregivers, diversional therapists and all the other people who really bring the best of life to our residents, including our cleaners, the laundry and kitchen staff, our property team, our village leaders and the head office staff. I'd also like to say thank you to the residents and families who have chosen to make Summerset their home.

I'm really sorry that we didn't have a chance to connect with all of you in person today, and please accept my thanks for your ongoing support of Summerset. Thank you.

Thanks very much, Marie. And last but not least, Grainne Troute, if you wouldn't mind giving us some commentary on the work of the People and Culture Committee in the last year.

Thanks, Mark, and hello, everyone. As Chair of the People and Culture Committee, I'm pleased to provide a brief update on our work over the past year. I'm joined on the committee by Mark, Marie and Vena and supported by the management team, in particular, Scott and the Chief People Officer, Chris Locum. We met 5 times in 2025.

Our remit is broad, including oversight of remuneration, organizational culture, leadership and succession, workforce planning, employee development, diversity and inclusion, engagement and Board composition. As always, in 2025, remuneration was a key focus for this committee. Summerset continued to refine long-term incentive plans to ensure stronger alignment with shareholder value creation and market practice.

We reviewed sales remuneration and commission arrangements and finalized the minimum shareholding requirement for the executive team. As part of the executive remuneration review, we considered benchmark roles in pay reviewed executive performance and assessed the shared performance metrics used in the short-term incentive program.

On workforce planning, we agreed for people and culture strategy and priorities for the year ahead. We supported recruitment for the Chief Sales and Marketing Officer role, reviewed performance plans and considered broader workforce requirements as Summerset continues its journey towards being a more effective and efficient organization.

We also maintained a strong oversight focus on talent retention, succession planning and building leadership depth across the business. Alongside this, we reviewed Board performance and supported succession planning and director recruitment. On culture and capability, we reviewed employee engagement results and actions underway to address those results.

We monitored turnover and retention and progressed our work on diversity and inclusion, including understanding pay gaps, strengthening diverse hiring pipelines and considering what's being done to reduce potential bias in our pay practices and working environments. We also refreshed our employee value proposition and oversaw the development and rollout of the new learning and development strategy for Summerset.

Finally, on external reporting, we continued our efforts to lift the quality and transparency of our disclosures around remuneration. This included a clearer explanation of our remuneration approach and how it supports the organization strategy, improved disclosure of incentive KPIs and outcomes and increased transparency on pay gaps.

Overall, the committee was pleased with the organization's ability to maintain focus across all of these priorities during 2025. I'd like to close by thanking my fellow committee members and the management team for their strong commitment and contribution over the year. [Foreign Language] thank you all. Thanks, Mark.

Thank you, Grainne. I'd 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 will be put -- sorry, will be discussed when the formal business has been conducted.

If you could start, if you haven't already by submitting your questions now, as I indicated earlier, there could be a slight delay in us receiving them. If your question is received late, we are happy to respond to you after the meeting. And you can certainly ask follow-on questions by submitting further questions.

I'll allow about 25 minutes for questions. If we do run short of time and are unable to answer your question today, we will endeavor to respond as soon as we can to you after the meeting.

If we receive a number of questions related to a similar or same topic we might group those questions together to provide a single response. And if we receive questions related to Village operational matters, we intend to forward those questions to the relevant village for discussion at the village AGMs rather than at this annual meeting.

Now I can see some questions already.

So Mark, we've got a number of questions in relation to the share price, which I'll group together for you. So some questions comment on recent movement in Summerset's share price. There are also comments on the share price for Summerset during the COVID period.

What do you ascribe share price movements to? Is this cyclical pressure versus any structural change in the business? And as a related topic, would you consider share buybacks? And would you consider selling villages in response to the share price?

Well, gosh, there's a lot on that. Firstly, obviously, we don't control the share price. So any views that I can offer and Scott may as well, we'll do our best. But from what we can tell, the share price is responding to sentiment largely about the economic environment and concern that perhaps there could be a risk that sales drop off given that.

What we do know and certainly in all discussions with institutional shareholders that we've had are that we are controlling and performing very well at the operational level, doing everything that you would expect. We do have a situation where, in fact, among the analysts, we're rated as a buy, particularly at the current prices. That's just a fact. We are trading at quite a discount to NTA.

But actually, if you look across the whole retirement village sector that's listed, pretty much all are experiencing the same challenges vis-a-vis the current share price. But from -- as I say, from what we're told, at least by our major shareholders, it's the sentiment is unrelated to our performance. We're still regarded as one of the, if not the preferred stock in the New Zealand sector. Scott, have you got anything to add to that?

Mark, sort of in a sense, no, I think you've covered it well, like really like it is, I think, largely a sector dynamic. And so we are seeing the whole sector derate. There's a couple of factors in there. I think there's sort of 3 things. There's property price concern around the HPI remaining flat in a period going forward if there's a lot of the things play out -- if things keep continuing to play out poorly with the fuel crisis.

So there's a concern around property prices, concern around inflationary pressures as a result of that also as well. And yes, I think like those are 2 things that sort of very connected to the current fuel prices as well. And I think there was sort of also a question there around like would we sell mature villages.

I think -- I mean that's always -- there is always a consideration, I guess, the sort of the consideration as part of that would have to be like as I was talking before about the cash flows from the business, the mature cash flows really come from those older villages. So what you'd be doing is selling off your positive cash flow streams.

And those positive cash flow streams at the moment are used to sort of subsidize those -- that growth that we do with the villages that are still being developed actually have negative cash flows. And so I think there's sort of a challenge in that sense, and there's also a secondary challenge in terms of the message that you would send to our residents in terms of selling the home that they live in.

And part of the reason why they came to us is because they believed in the brand. And so I think that could have a broader sentiment and negative sentiment across the whole of our resident base if we were to sort of look at doing that.

So yes, I do largely think it's sector related. It's a combination of property price and inflationary concerns around what's going to happen playing out with the fuel crisis, which have caused the decline.

And just to perhaps answer the last part of the question, which I recall was around have we considered buybacks. We haven't actively considered buybacks. They are -- as a mechanism, it's always potentially on the radar screen in particular circumstances. Whether or not to do so is always a fraught decision.

And it's about how you deploy and what best to invest in, in terms of allocation of capital and the like. And we're happy to continue to invest at the moment because of the good returns that ultimately arise from mature villages and what we are, which is developing our current portfolio. So if I move on.

We've got a question from. Congratulations on a strong result in a tough environment. The gap between 13% underlying profit growth and 26% unit sales growth is wider than is typical for the business. What were the key drivers behind that divergence this period?

Okay. Well, I think the key thing to bear in mind is that the unit sales, which we report that it varies across the different types of units from care units through service departments through apartments through to premium villas.

And ORA revenues and build costs differ between those types of units. And as a result, the resulting margins that we make or we earn can vary quite considerably. The underlying profit we report also incorporates other revenue and expense lines for company operations, which impact the result. So hopefully, that answers the question.

Mark, I could add to that, if you wanted.

Sure.

Yes. Look, I think there's sort of 3 components to that. The development margins that we've seen on the construction side of the business have come off I think, closer to 2% over relative to 2024. But I think the largest sort of components of that difference between great sales result up 26% and profit only being up 13% is you're also seeing right throughout 2025, 2 sort of drags in the business.

The first drag being operating costs from running our villages have been higher than the weekly fee increases that we're able to pass on to residents, and that's reflective of this challenge that I mentioned sort of in my presentation about we have been in a high CPI environment and have not been able to pass on a degree of those costs to residents. And so things like electricity rates, food costs, all those impact us quite heavily.

And then the second sort of aspect is compositionally, we've had a lot of new aged care facilities and villages open, which are quite early in their full cycle. And sort of when I was talking in my results presentation about the negative impact that has on cash, it also has the same negative impact on sort of operating costs as well. And so you're seeing a drag attached to that as well. So sales, up 26%, but those factors sort of dragging that back to the overall profit being up 13%.

So we have a question from Stephen Mayne relating to 2 topics. Firstly, the informal policy of the New Zealand Shareholders' Association to withhold proxy disclosure until after a vote is taken. What does that achieve? And is it seen as helpful to the debate?

Secondly, did proxy advisers issue reports ahead of today's AGM? And were there any material protest votes against any of the resolutions? And the final piece of this question relates to the withdrawal on March 30 of the proposed increase in the director fee cap? And do you consider that, that resolution was likely to be defeated in light of our share price?

Okay. Thanks, Stephen, for your questions. In terms of the NZSA question, the NZSA has had a policy on this particular matter relating to the disclosure of proxy votes for some years now. And it's been a request of all listed companies in New Zealand, indeed that they delay the proxy outcome before the debate occurs.

Actually, when you think about it, there's no right or wrong answer to this, but I think their request originally emanated if memory serves me correctly, from not wanting the proxy result to over influence the debate or the considerations that other particularly smaller shareholders might have.

So that's where that comes from. In terms of proxy adviser reports, ISS and Glass Lewis, who you'll be very familiar with, did publish proxy recommendations on all of the resolutions we're putting to the meeting, and they voted 100% for all of the resolutions. And then finally, in terms of our decision to withdraw the proposed increase in the fee pool for nonexecutive directors and your question was it likely to be defeated given the share price fall?

The answer is as far as we can tell, no. In fact, the indication we got from our institutional shareholder base was pretty much unanimously that they thought an increase was appropriate. We've done proper benchmarking work, and they felt it was important to remunerate directors in the right way such that we continue to be attractive to director candidates going forward.

It was literally an internal decision that was made by the Board to withdraw the resolution partly given share price performance, but also everything else. And importantly, considering cost of living pressures on both our staff and also our residents. Thank you.

We've got a question from. I have been a Summerset shareholder for over 10 years and was intending to travel to Wellington today. I place a great deal of importance on meeting staff and directors. 15 years ago before modern technology, this meeting would have proceeded in person or being postponed a week or so.

In light of that, would the Board consider organizing a replacement meeting informal, if necessary, later this year to provide an opportunity for shareholders to meet directors perhaps after a Board meeting.

Thanks for your question, John. Funnily enough, at our Board meeting that preceded this AGM today, we did discuss undertaking in colloquial terms, a retail shareholder roadshow, whereby we did provide the opportunity for smaller shareholders to meet with the team and at least a subset of directors. So watch this space, that is definitely intended.

Thank you. We've got a question from Bruce Parks. What increased pressure do you foresee on development margins during a time of accelerating building material costs and a restrained housing market?

Thanks for the question, Bruce. Look, we remain disciplined on our build rate and stage releases to try and match demand and support the recycling of cash. You will have seen that our development margin in FY '25 was just under 28%. And we are certainly continuing to focus on cost and margin outcomes as we deliver our current year's program.

We do expect -- we may see some growth in construction-related and development costs into the next year, but that can also be offset by other components of construction and the like. The fact of the matter is that all of this space is being actively managed, monitored and looked at.

And our endeavor is to both adapt our program and respond to the economic environment is affecting our construction and development to maintain as best we can our broader development margins at the strong levels they have been. Thank you.

So we have a few questions in relation to a similar topic, which I'm going to group together. And these relate to the practice of annual nonbinding voting on the adoption of the company's proposed remuneration arrangements as a way of enabling shareholders to influence executive remuneration similar to the say-on-pay regime that we see in Australia. Could you comment on whether this is something that the Summerset Board has discussed and whether the directors have experience of remuneration report voting at any other companies?

Well, as will be known, remuneration reports for -- to be put to shareholders are not a requirement for New Zealand NZX-based companies such as Summerset. And there's less than a handful as far as I'm aware of NZX issuers who currently do that.

Our key concentration has been and maintains on continuously improving and providing consistent, comparable and useful disclosures in the remuneration section of our annual report and opportunities such as these, indeed in discussions and question time to enable shareholders to ask relevant questions related to that report. And we continue to believe that, that gives investors all the relevant and useful information that you should need. And yes, so that remains our current position.

So we've got a follow-up question from Tommy and following up on those previous questions in relation to the share price. Why build out new villages at full price when you can increase shareholders' pro rata interest in the existing villages at $0.59 on the dollar via a buyback?

Well, there are different ways in which different people and indeed different shareholders look at value. We are very much focused on long-term value. We run a long-term business that does add value over time. Villages take time to build. And what the share market might be doing on any given day doesn't necessarily align to the village development profile.

And so ultimately, when we build a village and sell it down, it's a resident-funded asset that I would say we continue to get annuity earnings from and consequently, valuation growth from. It's about prudent capital management.

Could I add to that, Mark?

Yes, absolutely.

I think from most side of things, yes, we are taking that capital base that we have. And as Mark sort of pointed out before, we're essentially building a village, filling it up and then using the residents funds to repay us back. So when we've completed that village and filled that village up, we essentially have an asset which has no capital left in it.

And then we're taking that money and using that money to build a second village and a third village and a fourth village. And so I think at the moment, like you're right to say that $0.59 in the dollar is probably not reflective of where we want to be. But like if you use that the same capital build 3 villages in a row, you've got to create $1.80 of value there, which is significant still for a shareholder.

And on a better day, you'd hope that, that would be $3 rather than $1.80. But yes, that's the way we still look at it is taking that capital, recycling it and keep recycling it multiple times to keep building these free assets, which Mark pointed out, then generate perpetual cash flows and revenue from.

Yes. That's very useful Scott.

We've got a question from Adam Cockburn. In 2026 to date, how are ORA sale prices and duration to sell holding up?

Look, what we've -- what we are experiencing right up to the minute is that demand in resale villages remains strong. We actually across the portfolio increased prices a bit last year, was somewhere over 2%, I think. And we certainly continue to review prices where there are opportunities to do so.

I think our time to sell from our metrics suggests that so far in the first quarter of this year versus last year, things have been relatively consistent. If we then talk about new sales, time to sell can be impacted by the volume of stock released, and we've had a number of sites, for example, St. John's, Boulcott, where there are large volumes of stock that have been delivered at once due to the nature of the type of development.

And time to settle to date has actually been declining. All that said, we're very conscious of the current environment and that, in fact, we could see a lag, which is why I mentioned in my address that we will be very closely with the team monitoring what happens from here given just the amount of uncertainty that's out there in the economy.

Scott, is there anything you wanted to add to that?

No, Mark, I think that's a good articulation.

Okay.

So we have no further questions under general business. Thank you.

Okay. Thanks, Stephanie. So ladies and gentlemen, we now come to the matters requiring resolution, which is set out in the Notice of Meeting. There will be an opportunity for shareholders to ask questions on each of the resolutions, and I ask that you raise questions directly related to the matter being considered.

And as I mentioned at the start of the meeting, we will call a poll in respect of all of the resolutions. You'll be able to cast votes using the electronic voting card received when online registration has been validated. You will need to click get a voting card within the online meeting platform. You'll be asked to enter your shareholder or proxy number to validate and then you can mark your card -- voting card any way you wish by clicking for, against or abstain on the voting card.

Once you've made the selection, please click Submit Vote on the bottom of the card to lodge your vote. Voting will remain open until 5 minutes after the conclusion of the meeting and results of the vote will be announced through the NZX and ASX. If you require any assistance, please refer to the virtual meeting guide or use the help line specified.

Each of the resolutions set out in the Notice of Meeting are to be considered as ordinary resolutions and as such, must be approved by a simple majority of votes cast by shareholders entitled to vote and voting on the resolution. And we will announce the outcome of proxy votes for your information after voting has been completed on all resolutions.

The first resolution is that the Board is authorized to fix the auditor's remuneration. The motion concerns the fixing of the auditor's remuneration and seeks your approval to authorize the directors to fix PwC's remuneration. Are there any questions related to this resolution?

We have one question relating to this resolution from Stephen Mayne. I don't understand why New Zealand shareholders are forced to vote on the meaningless auditor remuneration resolution question every year when they are not given the power to reflect on overall remuneration practices, et cetera, which you've just commented on.

Are we lobbying to have the legislation amended to end this type of pointless vote? And in relation to the external auditor, PwC, when was the external audit last tendered? And when will it next be tendered?

Okay. To answer your question, Stephen, no, there is no lobbying on the issue of the resolution to approve. I mean, I think it's almost implicit in your question, it is actually a requirement of our New Zealand Companies Act. And as far as I'm aware, it's not something that the policymakers within the relevant department have been considering.

It is really a matter for them. In terms of when we last tendered the external audit, we last tendered and indeed changed our external auditor in October -- sorry, October 2024. with PwC taking over from Ernst & Young. We went through quite an involved process in order to do that. We don't have a current intent to change the auditor.

PwC have not been with us very long, and we have certainly, I can attest to the fact that having someone new come in periodically, which is where your question will be directed is helpful. It's helpful to the Board. It's helpful to the management team, and we have got benefit from that.

I think there's more benefit to be gained in the short term to medium term, at least by continuing with PwC as they now have their feet under the table and have a good understanding of Summerset.

There's no further questions on this resolution.

Thank you for that. Right. If there are no further questions from shareholders on that, I would ask you shareholders to vote by now either selecting for, against or abstain for Resolution 1 on the voting card.

[Voting]

The next resolution concerns the reelection of Andrew Wong as a Director of the company having retired by rotation noting that it is intended that this will be his final term. The Board recommends Andrew to you as a Summerset Director and unanimously supports his reelection.

Andrew, I'll now ask you to address the meeting and say a few words.

Thank you, Mark. Good afternoon, everyone, and thank you for the opportunity to speak today. I'm pleased to offer myself for reelection as an independent director to the Board for a further term. I was first appointed to the Summerset Board in March of 2017 and subsequently being reelected by shareholders in 2017 April, 2020, 2023. And if reelected today, this will be my fourth and final term.

The Board has carefully considered my tenure and has determined that I continue to qualify as an independent director and has requested that I stand again given the specific skills and experience I bring, particularly in the area of clinical governance.

By way of background, I am the Managing Director of Allevia Health, a private care company. I am qualified as a specialist medical practitioner with the Masters in Public Health and a fellowship with the New Zealand College of Public Health Medicine. Over a 30-year career in public and private health in New Zealand and internationally, I have developed extensive experience in strategic planning, health care investments and start-ups, operational leadership and the delivery of quality health care services.

Through Allevia Health, I am involved in a number of health care businesses across a wide range of areas, including diagnostic radiology, cardiology, gastroenterology, cancer care, surgical services and the development of health care infrastructure.

I have also held government appointments in the areas of workforce development and health care innovation. I have served on the executive of the New Zealand Private Hospital Association and as an adjunct professor of the Auckland University of Technology. At Summerset, I am a member of the Clinical Governance and Development and Construction subcommittees. Both these areas are central to resident outcomes and shareholder value.

A particular focus of mine is ensuring that Summerset continues to deliver high-quality care within the funding framework provided by the New Zealand government, balancing clinical excellence with financial sustainability in what is a challenging and evolving sector. The main rationale for standing again is centered on continuity and capability at a critical time for the business.

The Board considers it essential that we retain strong clinical expertise at the Board level, particularly as Dr. Marie Bismark, the current Chair of the Clinical Governance Committee, retires next year, and we have just opened our first care center in Australia under a very different regulatory environment.

Subject to reelection, I will take on the role of the Chair of the Clinical Governance Committee following Marie's retirement. Ensuring the consistent oversight of high-quality, safe and resident-focused services is a critical part of what Summerset's value proposition, and it is important to our ongoing success. Looking ahead, there is more to do. We must continue to innovate in how care deliver, strengthen our clinical systems and oversight and ensure we can scale sustainably, particularly as we expand into Australia.

In closing, I am standing again to provide continuity in clinical governance and important point in Summerset's growth while also ensuring a well-planned transition to future leadership in the clinical area. Thank you for your continued support and for the opportunity to serve as a Director of Summerset.

Thank you, Andrew. Do we have any questions?

There's one question online from Stephen Mayne. I've never seen a public company director reelection where the formal words of the resolution lock in that the candidate won't be running again as this is intended to be his final term.

Is there any particular reason why you've worded the resolution in this way rather than just mention it in the notice of meeting. And is there anything stopping Dr. Andrew Wong and the Board changing their mind in 3 years and putting him up for another term?

Look, the simple matter is that we have a very clear intent that this will be Andrew's last term at the time he finishes, he would have been on the Board for 12 years. It's good governance. But at the same time, we were extending -- very keen to extend his tenure whilst we have this issue around clinical governance with Marie retiring next year, I mean that is -- the key thing that we're looking to address, we're very lucky to have the expertise that we have in these 2 people.

And we're just ensuring that we don't lose all our experience at the same time. Are there any other questions?

There are no further questions on this resolution.

Thanks. Okay. Again, shareholders if you could now select voting for, against or abstain for Resolution 2 on the voting card.

[Voting]

Resolution 3 concerns the reelection of Venasio Crawley as a Director. If being retired by rotation, the Board recommends Venasio to you as a Summerset director and unanimously supports his reelection. Vena I will now ask if you could say a few words to the meeting, please. You're on mute Vena.

Thank you, Mark. Appreciate on that. Good afternoon and [Foreign Language] to everybody. I stand before you seeking continued confidence as an independent nonexecutive of the Summerset Group Holdings Limited. I arrived in New Zealand as a Samoan child without a word of English, I schooled during the day and cleaned offices overnight.

I've studied across 3 different continents. I've worked across 8 industries in New Zealand, Australia and United Kingdom and picked up 5 languages along the way. I share this not to romanticize the journey, but because it shaped the lens through which I see this company.

It's a lens of empathy, and of understanding and what it means to feel welcomed, to feel cared for and to be seen. That, in essence, is what Summerset does. Since joining the Board in 2020, I have watched our organization to deliver with genuine purpose, underlying profit, revenue, total assets and homes delivered across New Zealand and Australia, and they've all grown driven by a portfolio going from strength to strength.

The numbers matter for sure, they matter deeply, but they are not me, the soul of this company. People are. Our resident satisfaction scores are world-class. Our people engagement and retention in the high 70s, still with room to grow, reflect a team that shows up every day for the New Zealanders and Australians in our care. Behind every metric, sits thousands of human stories, protecting and strengthening that is precisely why I am here.

I do not chair the Board, nor chair any subcommittee, but I hold something I believe, is equally valuable. I am the only director who is a member across every Summerset subcommittee, Audit and Risk, Clinical and Governance, People and Culture and Development and Construction. That breadth is not accidental. It allows me to connect the threads between resident experience and people culture.

Capital allocation and construction quality, risk appetite and community trust. To those conversations, I bring an executive career built with the customer at the center to deliver profitable growth. My conviction is simple, a business sustains its license to grow only when the people it serves trust it completely, residents, shareholders and our team.

We are navigating a period of real geopolitical volatility that is reshaping how we all think about growth, risk and responsibility in this environment. Cautious and considered management is not humility. It is wisdom.

My ability to connect governance, operations, culture and capital positions me to offer this Board both the right challenge and the right support so that every new village from Te Awamutu to the suburbs of Melbourne is fiscally sound and feels unmistakably like home to someone's parent or grandparent. I'm not here because I need another governance role.

I'm here because I believe in this company's purpose and the team running it. and in the distinct perspective I bring as a devoted New Zealander, a proud Pacific person and a leader who has set on both commercial and governance tables through the best of times and the most testing of times.

If you grant me the privilege of continuing, I will keep asking the right questions, keep advocating for the residents who cannot be at this AGM or in the room and keep holding our Board to the standard that residents and our shareholders deserve. Thank you very much. [Foreign Language]

Thank you, Vena. Very well said. Are there any questions?

There are no questions on this resolution.

Thank you for that. If shareholders could now select for, against or abstain for Resolution 3 on the voting card.

[Voting]

The next and I think final resolution that we have relates to the reelection of Fiona Oliver as a Director of the company. Having retired by rotation, the Board recommends Fiona to you as a Summerset Director and unanimously supports her reelection.

Fiona, I'll now ask you to address the meeting, please. You're on mute Fiona.

Hello again, and thank you for another opportunity to address you today. It's been both a delight and privilege to serve as a Director of Summerset, with particular responsibilities as the Chair of the Board Audit and Risk Committee and a member of the Board Development and Construction Committee.

I'm honored to stand for reelection to the Board and continue contributing to the company's ongoing success. Throughout my tenure as a director, I've consistently aimed to bring independence, diligence and a sharp focus on the long interest -- long-term interest of the company.

As a listed company, Summerset operates in, as mentioned previously, a very highly regulated environment. It demands robust governance, disciplined capital allocation, transparency and accountability. I take these responsibilities very seriously and committed to upholding them.

The timing of my appointment in 2023 coincided with yet another but different period of complexity and change for many. In fact, I wonder whether really actually this is an ongoing high-level period of complexity and change that we can't any more segment into different aspects.

Regardless, despite significant market-related challenges, I'm proud to highlight that our management team has continued to pursue strategies that enhance performance, maintain sustainable growth, strengthen operational resilience in parallel with offering people new homes and uncompromised quality of care.

I believe that my executive operational and professional experience, investments and markets background and broad governance expertise are highly relevant to effective governance of Summerset. I believe that effective directors must ask the right questions, support management when appropriate, but challenge assumptions when necessary.

My approach is to bring constructive judgment, commercial experience and a shareholder-focused perspective to the boardroom, and I will continue to do so if reelected. Thank you for your continued investment in Summerset and the trust you place in us, the Board. I would appreciate your support and look forward to the opportunity to continue serving the company and shareholders in the years ahead. Thank you.

Thank you, Fiona. Are there any questions from shareholders concerning the reappointment of the Fiona?

There are no questions on this resolution.

Thank you, Stephanie. So there are no questions from shareholders. Shareholders could now please select voting for, against or abstain for Resolution 4 on the voting card.

[Voting]

Shareholders, that completes voting on all resolutions. Noting, as I mentioned earlier, we had previously decided to withdraw Resolution 5 directors remuneration from this meeting. At this time, I would like to advise the outcome of the proxy votes that were launched in respect of each of the resolutions. I won't read them for each resolutions, but they should be on the screen now. I see they are.

As said, you can now submit your final votes which will be open until 5 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, thank you very much for your attendance at Summerset's Annual Meeting. I now declare the meeting closed. Thank you.