Scheme Meeting Materials

MEDIA RELEASE 3 September 2020 METLIFECARE - SCHEME MEETING MATERIALS Metlifecare Limited (NZX: MET, ASX: MEQ) confirms that it has been granted initial orders from the High Court to seek shareholder approval of the scheme of arrangement with Asia Pacific Village Group Limited (APVG). Metlifecare has today released the Notice of Meeting and Scheme Booklet, including the Independent Adviser's report prepared by Calibre Partners. These materials will be sent to Metlifecare shareholders in the next few days. The Scheme Meeting will be held as a virtual online meeting at 12:00 midday on 2 October 2020. If COVID-19 Government restrictions allow, Metlifecare will also hold a concurrent physical meeting in the Guineas Room 3, Level 3, Ellerslie Event Centre, Greenlane, Auckland, New Zealand. The scheme consideration is NZ$6.00 per share. Calibre Partners, the Independent Adviser, has assessed the value of Metlifecare shares (including a premium for control) to be within the range of NZ$5.80 to NZ$6.90 per Metlifecare share. A majority of the Metlifecare Board, comprising Christopher Aiken, Mark Binns, Alistair Ryan and Rod Snodgrass, recommend that shareholders vote in favour of the scheme, in the absence of a superior proposal. Kim Ellis recommends that shareholders vote against the Scheme. Carolyn Steele has abstained from making a recommendation given her association with NZ Super Fund, Metlifecare's largest shareholder. The reasons for the differing recommendations are set out in section 3.2 of the Scheme Booklet. In addition to shareholder approval, the scheme remains conditional on consent under the Overseas Investment Act 2005 and other customary completion conditions. Metlifecare understands that a decision should be made on APVG's application for consent under the Overseas Investment Act before the Scheme Meeting. If all conditions are satisfied, the acquisition is scheduled to complete on 29 October 2020. Shareholders are strongly encouraged to vote on the scheme whether or not they support it and regardless of how many Metlifecare shares are held. Shareholders should read the Scheme Booklet carefully and in its entirety as it contains important information to consider. Shareholders may also wish to seek independent legal, financial, taxation or other professional advice. This announcement is authorised for release to the market by the Board of Metlifecare. Ends For more information please contact: Clive Mathieson clive@catoandclive.com Mobile: +61 411 888 425 About Metlifecare Metlifecare is a leading New Zealand owner and operator of retirement villages, providing rewarding lifestyles and outstanding care to more than 5,600 New Zealanders. Established in 1984, it currently owns and operates a portfolio of 25 villages in areas with strong local economies, supportive demographics and high median house prices, located predominantly in New Zealand's upper North Island. End CA:00359141 For:MET Type:TRANSACT Time:2020-09-03 08:30:26