MEDIA RELEASE 18 MAY 2020

METLIFECARE TAKES COURT ACTION TO ENFORCE SIA

Metlifecare Limited (NZX: MET, ASX: MEQ) confirms it has filed a Statement of Claim in the High Court

of New Zealand seeking orders that Asia Pacific Village Group Limited (APVG) fulfil its contractual

obligations under the Scheme Implementation Agreement (SIA) entered on 29 December 2019.

APVG is an entity owned by EQT Infrastructure IV fund and managed by EQT Fund Management

S.à.r.l..

As signalled in its market update on 7 May 2020, Metlifecare filed the Statement of Claim on Friday

15 May 2020, challenging the validity of APVG’s notice to terminate the SIA, received on 28 April 2020.

Metlifecare has also sought orders against the EQT Infrastructure Fund IV investors who have agreed

to fund the transaction under an Equity Commitment Letter. A copy of the Statement of Claim is

attached to this release.

The proceeding reiterates the reasons why Metlifecare considers there is no lawful basis to terminate

the SIA, namely that no Material Adverse Change (MAC) has occurred and that there have been no

prescribed occurrences that would permit APVG to terminate the SIA.

Metlifecare Chairman Kim Ellis said: “In refusing to fulfil their contractual obligations under the Scheme

Implementation Agreement, APVG has left us with no choice but to take this legal action to protect

the rights of Metlifecare and its shareholders. The Board of Metlifecare remains strongly committed

to the successful completion of the Scheme.”

The Statement of Claim reiterates that regardless of whether the MAC metrics are triggered, the MAC

clause does not apply because this would have been the result of changes in general economic

conditions and/or changes in law, which are exclusions under the MAC clause.

Further, the Statement of Claim says APVG has no reasonable basis to conclude that a prescribed

occurrence has occurred that would represent a breach of the SIA. Specially, Metlifecare gave APVG

reasonable access to information about, kept APVG reasonably informed of, and consulted with APVG

in relation to the steps Metlifecare took in response to the Level 4 lockdown restrictions in New

Zealand. This extensive communication is detailed in the Statement of Claim.

The matter is expected to initially be heard in the High Court on 28 May 2020, at which time

Metlifecare will make a request for an expedited court timetable. The 28 May hearing will also consider

Metlifecare’s separate proceeding applying for initial orders to call a meeting of its shareholders to

vote on the scheme plan contemplated by the SIA. Subject to the approval of the court, Metlifecare

anticipates holding the shareholder meeting to consider the scheme plan in late June or early July.

Metlifecare has retained the services of Stephen Hunter QC to assist it, alongside top tier New Zealand

law firm Chapman Tripp.

Metlifecare shareholders do not need to take any action at this time.

This announcement is authorised for release to the market by the Board of Metlifecare Limited.

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.

Statement of claim

Dated: 15 May 2020

REFERENCE: M D Arthur (michael.arthur@chapmantripp.com)

L C Bercovitch (liora.bercovitch@chapmantripp.com)

COUNSEL: S M Hunter QC (smhunter@shortlandchambers.co.nz)

In the High Court of New Zealand

Auckland Registry

I Te Kōti Matua O Aotearoa

Tāmaki Makaurau Rohe

CIV-2020-404-

between: Metlifecare Limited, a company incorporated in

New Zealand whose registered office is Level 4, 20

Kent Street, Newmarket, New Zealand

Plaintiff

And: Asia Pacific Village Group Limited, a company

incorporated in New Zealand whose registered office is

Bell Gully, Level 22, Vero Centre, 48 Shortland Street,

Auckland 1010, New Zealand

First Defendant

and: EQT Infrastructure IV EUR SCSp, a Luxembourg

special limited partnership (société en commandite

spéciale) with its registered office at 26A, Boulevard

Royal, L-2449 Luxembourg, registered with the

Luxembourg Trade and Companies Register (Registre

de Commerce et des Sociétés, Luxembourg) under

number B 225967

Second Defendant

and: EQT Infrastructure IV USD SCSp, a Luxembourg

special limited partnership (société en commandite

spéciale) with its registered office at 26A, Boulevard

Royal, L-2449 Luxembourg, registered with the

Luxembourg Trade and Companies Register (Registre

de Commerce et des Sociétés, Luxembourg) under

number B 225964.

Third Defendant

1

100397445/7769645.5

STATEMENT OF CLAIM

The plaintiff by its solicitor says:

Parties

1 The plaintiff, Metlifecare Limited (Metlifecare) is a company

incorporated in New Zealand whose registered office is Level 4,

20 Kent Street, Newmarket, New Zealand. Metlifecare is listed on

the NZX Main Board and ASX official list and carries on business as

an owner and operator of retirement villages and aged care homes.

2 The first defendant, Asia Pacific Village Group Limited (APVG) is a

company incorporated in New Zealand whose registered office is

c/- Bell Gully, Level 22, Vero Centre, 48 Shortland Street, Auckland

1010, New Zealand. APVG is directly owned by Asia Pacific Village

Holdings Limited (APVH), another New Zealand limited liability

company with the same registered office as APVG. APVH is

currently owned by EQT Infrastructure IV Investments S.à r.l., a

Luxembourg limited liability company.

3 The second defendant is EQT Infrastructure IV EUR SCSp, a

Luxembourg special limited partnership (société en commandite

spéciale) with its registered office at 26A, Boulevard Royal, L-2449

Luxembourg, registered with the Luxembourg Trade and Companies

Register (Registre de Commerce et des Sociétés, Luxembourg)

under number B 225967.

4 The third defendent is EQT Infrastructure IV USD SCSp, a

Luxembourg special limited partnership (société en commandite

spéciale) with its registered office at 26A, Boulevard Royal, L-2449

Luxembourg, registered with the Luxembourg Trade and Companies

Register (Registre de Commerce et des Sociétés, Luxembourg)

under number B 225964.

5 EQT Fund Management S.à r.l. is a Luxembourg limited liability

company whose registered office is at 26A, Boulevard Royal, L-2449

Luxembourg and acts as manager of the various investment vehicles

comprising the fund known as EQT Infrastructure IV Fund, which

includes the second and third defendants.

6 EQT Infrastructure IV Fund is managed as part of the EQT AB group,

which is based in Sweden and includes entities advising EQT funds,

as well as general partners and fund managers of EQT funds. EQT

Infrastructure IV Fund is the indirect owner of APVH.

7 A simplified overview of the EQT group structure for its investment

in Metlifecare as it relates to this proceeding is set out in

Appendix One.

2

100397445/7769645.5

Proposed acquisition of Metlifecare’s shares by APVG

8 On 7 November 2019 the chair of Metlifecare was first confidentially

approached by representatives of, and late on 9 November 2019

Metlifecare received a draft non-binding preliminary expression of

interest from, EQT Fund Management S.à r.l. acting as manager of

EQT Infrastructure IV Fund in connection with a proposal to acquire

the company. The proposed offer price was $6.05 per share.

9 Metlifecare advised EQT Infrastructure IV Fund that it would not

provide access to due diligence unless EQT Infrastructure IV Fund

raised its offer price to $6.50, although even then indicated that the

price was below the Metlifecare Board’s expectations on value for

the company.

10 On 14 November 2019 Metlifecare received a revised non-binding

expression of interest from EQT Fund Management S.à r.l. acting as

manager of EQT Infrastructure IV Fund to acquire the company at a

price of $6.50.

11 On 24 November 2019 Metlifecare, EQT Partners Singapore Pte. Ltd.

and others entered into a confidentiality agreement. Subsequently,

Metlifecare and EQT Infrastructure IV Fund agreed to a period of

exclusivity to allow EQT Infrastructure IV Fund to conduct due

diligence in relation to Metlifecare.

12 On 3 and 4 December 2019 Metlifecare gave EQT Infrastructure IV

Fund representatives and advisers a detailed management

presentation and EQT Infrastructure IV Fund provided Metlifecare

with a presentation about its business.

13 From early December 2019 representatives and advisers of EQT

Infrastructure IV Fund conducted due diligence on the Metlifecare

group and the parties commenced negotiations on the terms of a

scheme implementation agreement.

14 During the due diligence process Metlifecare disclosed and

representatives and advisers of EQT Infrastructure IV Fund reviewed

Metlifecare’s capital expenditure budget for FY20.

15 On 17 December 2019 Metlifecare received from EQT Fund

Management S.à r.l. acting as manager of EQT Infrastructure IV

Fund a non-binding indicative offer of $6.50 per share.

16 On 18 December 2019 APVG was incorporated for the purpose of

acquiring the Metlifecare shares under the proposed purchase.

17 On 19 December 2019 Metlifecare announced to the NZX that its

Board would not be in a position to proceed with or recommend a

scheme of arrangement at an offer price of $6.50 per share.

3

100397445/7769645.5

18 On 21 December 2019 EQT Fund Management S.à r.l. acting as

manager of EQT Infrastructure IV Fund submitted a revised price to

Metlifecare of $7.00 per share, being a price that:

18.1 represented a 67 per cent premium to Metlifecare’s 52-week

trading low, and a 46 per cent premium to Metlifecare’s 12-

month Volume Weighted Average Price, and a 38% premium

to the closing price prior to the announcement of EQT

Infrastructure IV Fund’s earlier offer; and

18.2 was within the company’s own valuation range.

19 The Metlifecare Board formed the view that a sale at $7.00 per

share would be advantageous to its shareholders.

Scheme Implementation Agreement

20 On 29 December 2019 Metlifecare (as Target) and APVG (as Bidder)

executed a Scheme Implementation Agreement (the SIA). The SIA

requires Metlifecare to put a scheme of arrangement to its

shareholders whereby, if approved, and all conditions satisfied, the

shareholders would agree to sell their shares to APVG for $7.00 per

share (the Scheme Consideration).

21 The SIA:

21.1 provides for Metlifecare to put the Scheme to its shareholders

(clause 2.1);

21.2 prescribes the terms of the proposed Scheme (Annexure A);

21.3 requires Metlifecare to announce the Scheme and, subject to

there being no superior proposal and the Independent

Adviser’s report concluding that the Scheme Consideration is

within or above the Independent Adviser’s valuation range for

the shares, ensure that each member of the Metlifecare Board

recommends it to the Shareholders (clause 8.1);

21.4 requires Metlifecare to seek approval of the Scheme through

Court approval of initial and final orders in accordance with

section 236 of the Companies Act 1993, the meeting of

shareholders and related steps (clauses 2.4, 4.1, 5.1 and 6);

21.5 requires APVG to assist Metlifecare to implement the Scheme,

and to take all steps to assist Metlifecare with the Scheme

(clauses 2.4, 4.2 and 5.2);

21.6 requires APVG to procure payment of the Scheme

Consideration for the shares, but that obligation is conditional

on the conditions set out in clause 3 of the SIA, including New

Zealand Overseas Investment Office and other regulatory

4

100397445/7769645.5

approval, together with approval by the shareholders and by

the Court (clauses 2.3 and 3.1);

21.7 requires APVG to execute a Deed Poll, which, along with the

SIA binds APVG to the Scheme (clause 5.2(a));

21.8 prevents Metlifecare from soliciting or encouraging competing

offers to the Scheme, or prompting any enquiries which may

lead to a competing offer (clause 12). Regardless of the

exclusivity clauses, Metlifecare’s Board of directors is able to

receive and consider alternative offers;

21.9 provides that Metlifecare is required to pay a “break fee” of

$14.91 million in the circumstances described in the SIA

(clause 13), however the break fee is not payable merely if

the relevant shareholding voting thresholds are not achieved;

and

21.10 provides that APVG is required to pay a “reverse break fee” of

$14.91 million in the circumstances described in the SIA

(clause 13).

- Conditions precedent

22 Clause 3.1 of the SIA provides that the Scheme will not become

effective and the obligations of APVG under clause 2.3 do not

become binding unless and until each of the conditions set out in the

first column of the table in clause 3.1 has been satisfied or waived.

23 The conditions precedent as set out in clause 3.1 of the SIA are as

follows:

“OIO approval: before 5.00pm on the Business Day before the End

Date, Bidder has obtained all consents required under the Overseas

Investment Act 2005 to the implementation of the Scheme on terms

or conditions acceptable to Bidder acting reasonably, provided that

Bidder may not withhold its approval to terms or conditions of any

such consent if the terms or conditions imposed:

(a) are the standard terms or conditions set out in Schedule 6; or

(b) are consistent with the Bidder’s positive undertakings, plans

or intentions specified in its application”;

“Bank Facility Consent: before 5.00pm on the Business Day before

the First Court Date, the Agent and Lenders under the Facility

Agreement, have agreed to waive any Event of Review, Event of

Default or Potential Event of Default which may arise under the

Facility Agreement or any associated security in connection with the

entry into and/or completion of the Transaction, in a form and on

terms acceptable to Bidder”;

5

100397445/7769645.5

“Statutory Supervisor Consent: before 5.00pm on the Business

Day before the First Court Date, each Statutory Supervisor provides

consent to the change in control of the Target Group under the

relevant Deed of Supervision, in a form and on terms acceptable to

the Bidder”;

“Regulatory clearances: before 8.00am on the End Date, Bidder

and Target have received all approvals or consents from the

Takeovers Panel and NZX as are required to implement the

Transaction, including in respect of the Target’s retail bonds

remaining on issue and quoted on NZX”;

“Independent Adviser: the Independent Adviser provides an

Independent Adviser’s Report to Target shareholders which

concludes that the Consideration is within or above the Independent

Adviser’s valuation range for the Shares”;

“Shareholder approval: Shareholders approve the Scheme at the

Scheme Meeting by the requisite majorities in accordance with

sections 236A(2)(a) and 236A(4) of the Companies Act”;

“Court approval: subject to clause 3.2, the Court approves the

Scheme in accordance with section 236 of the Companies Act”;

“No restraint: no judgment, order, restraint or prohibition enforced

or issued by any Government Agency is in effect at 8.00am on the

Implementation Date, that prohibits, prevents or materially restricts

the implementation of the Scheme”;

“No Material Adverse Change: no Material Adverse Change occurs

between the date of this Agreement and 8.00am on the

Implementation Date”;

“No Prescribed Occurrence: no Prescribed Occurrence occurs

between the date of this Agreement and 8.00am on the

Implementation Date”.

- Access, information and conduct of business

24 Clause 9 of the SIA provides APVG with certain rights to access

information about Metlifecare, and certain confirmations about the

conduct of the Metlifecare business, from the date of the SIA until

and including the Implementation Date.

25 Relevant to this proceeding, clause 9.2 provides:

“From the date of this Agreement until and including the

Implementation Date, Target must ensure that it and each member

of the Target Group:

(a) carries on its business as a going concern in the ordinary

course and in substantially the same manner as conducted in

6

100397445/7769645.5

the 12 months prior to the date of this Agreement and does

not make any significant change to the nature or scale of its

business or enter any business or undertake any activities in

which it was not engaged as at the date of this Agreement;

…

(c) uses all reasonable endeavours to:

…

(ii) preserve its relationships with all Government

Agencies and all residents, suppliers, licensors, joint

venturers and others with whom it has business

dealings;

(d) does not:

…

(iii) incur any capital expenditure which would result in the

aggregate capital expenditure incurred by the Target

Group:

(A) during FY20 varying from the Target Group’s

capital expenditure budget for FY20 as fairly

disclosed in the Due Diligence Materials (the

FY20 Capex Budget); or

(B) during FY21 varying from the Target Group’s

capital expenditure budget for FY21 approved

by Bidder in accordance with clause 9.2(e)

(FY21 Capex Budget),

where such variance (whether a positive or negative

variance) is:

(C) in respect of construction capital expenditure,

more than the lesser of:

(a) $5 million; or

(b) 5% of the amount budgeted for

construction capital expenditure in the

FY20 Capex Budget or the FY21 Capex

Budget;

(D) in respect of remediation programme capital

expenditure, more than the lesser of:

(a) $1.9 million; or

7

100397445/7769645.5

(b) 10%

(E) in respect of refurbishment and maintenance

capital expenditure, more than the lesser of:

(a) $1.5 million; or

(b) 5% of the aggregate amount budgeted

for refurbishment and maintenance

capital expenditure in the FY20 Capex

Budget or the FY21 Capex Budget;

…

(x) enter into, waive any material rights under, vary or

terminate any contract, commitment or arrangement

(other than a procurement contract) which:

…

(C) is otherwise of material importance to the

business of the Target Group;

…

(xi) not enter into any contract, commitment or

arrangement, or make any payment to any Related

Entity or a Representative of the Target Group or a

Related Entity other than in the ordinary course of

business.”

- Material Adverse Change

26 The SIA defines Material Adverse Change as follows:

“Material Adverse Change means any matter, event, condition or

change in circumstances or thing which occurs or is announced, and

which is not an Excluded Event, (each a Specified Event) and which

individually, or when aggregated with all other Specified Events,

reduces or is reasonably likely to reduce:

(a) the consolidated net tangible assets of the Target Group

taken as a whole by at least NZ$100 million; or

(b) the consolidated underlying net profit (including non-recurring

items and calculated using the same accounting policies and

methodologies of the Target Group in place as at the date of

this agreement) of the Target Group in any financial year (in

the FY20F year, being as set out on page 49 of the

management presentation dated 4 December 2019) by 10%

or more against what it would reasonable have been expected

to be but for the Specified Event(s);

8

100397445/7769645.5

provided that such event, condition, matter or change in

circumstance is not the result of:

(c) a matter, event, condition or change in circumstance, to the

extent that it was fairly disclosed to the Bidder in the Due

Diligence Materials or by Target through the NZX market

announcements platform two Business Days before the date

of this Agreement;

(d) done or not done at the written request or with the written

approval of Bidder;

(e) resulting from the actual or anticipated change of control of

Target contemplated by the Transaction;

(f) resulting from changes in general economic conditions, the

publicly traded securities market in general or law; and

(g) resulting from changes in generally accepted accounting

policies or the judicial interpretation of them.

provided however, that with respect to clause (f), such matter does

not have a materially disproportionate effect on the Target Group.”

- Prescribed Occurrence

27 The SIA defines Prescribed Occurrence as follows:

“Prescribed Occurrence means the occurrence of any of the events

listed in Schedule 1 other than an event agreed to by Bidder in

writing.”

28 Relevant to this proceeding, the events listed in Schedule 1 of the

SIA include:

“11. Target breaches any of the provisions in clauses 9.2 and 9.3,

the effect of which is material to the Target Group taken as a

whole.”

- Termination provisions

29 Relevant to this proceeding, clause 14.1 of the SIA provides:

“Subject to clause 14.3, Bidder may terminate this Agreement by

giving notice in writing to Target before 8.00am on the

Implementation Date if:

…

(c) a Material Adverse Change occurs on or after the date of this

Agreement; or

9

100397445/7769645.5

(d) a Prescribed Occurrence occurs on or after the date of this

Agreement;”

30 Pursuant to clause 14.3, APVG may only exercise a right of

termination under clause 14.1 if:

“(a) the party wishing to terminate has given notice to the other

party or parties (as applicable) setting out the circumstances

that it considers permit it to do so and starting its intention to

do so;

(b) the relevant circumstances have not been remedied within 10

Business Days after the time that the notice is given or any

shorter period ending at 5.00pm on the day before the

Implementation Date; and

(c) the party wishing to terminate does so before the earlier to

occur of 15 Business Days after the time that the notice is

given and 8.00am on the Implementation Date.”

- Scheme Plan

31 The key terms of the Scheme, as set out in the Scheme Plan in

Annexure A of the SIA, are:

31.1 the “Scheme Record Date” will be 5.00pm on the fifth

business day after the day of the final Court orders;

31.2 the parties are Metlifecare, APVG, and the “Scheme

Shareholders” of Metlifecare, being those who are registered

on Metlifecare’s share register on the Scheme Record Date;

31.3 Metlifecare will apply to suspend trading in its shares on both

the NZX and ASX with effect from two Business Days after

the making of the Final Orders, or such other date as is

agreed by Metlifecare and APVG in writing (clause 5.1(f) of

the SIA);

31.4 transfers of any Metlifecare share after the Scheme Record

Date will not be recognised (clause 5.1);

31.5 APVG will pay NZ$7.00 cash for each Metlifecare share

registered as at the Scheme Record Date into a trust account

operated by Computershare, Metlifecare’s share register, as

trustee for the Scheme Shareholders (clauses 2.1 and 2.2);

31.6 that payment in NZD made by APVG is to occur no later than

5.00pm on the Business Day prior to the “Implementation

Date” (the Implementation Date being two Business Days

after the Scheme Record Date, or such as other date as

agreed in writing by Metlifecare and APVG) (clause 2.1);

10

100397445/7769645.5

31.7 provided that the Scheme Consideration has been paid by

APVG as set out above, on the Implementation Date all the

Scheme Shares will be transferred to APVG without any

further act or formality. Metlifecare will enter APVG into the

share register (clause 3(a));

31.8 Metlifecare will arrange for payment from the trust account to

each Scheme Shareholder (clause 3(b));

31.9 the transfers are to be free of any encumbrance (clause 6.2).

Equity Commitment Letter

32 Also on 29 December 2019, EQT Infrastructure IV EUR SCSp and

EQT Infrastructure IV USD SCSp, each represented by EQT Fund

Management S.à r.l., executed an Equity Commitment Letter (the

Equity Commitment Letter).

33 By the Equity Commitment Letter, inter alia, EQT Infrastructure IV

EUR SCSp and EQT Infrastructure IV USD SCSp (the Investors):

33.1 severally committed in accordance with and subject to the

terms of the Equity Commitment Letter, to provide to APVG

either (clause 1.1):

(a) the amount equal to the purchase price of the

Metlifecare shares in time for APVG to satisfy its

payment obligations under clause 2.3 of the SIA and

the Deed Poll; or

(b) the amount equal to the Reverse Break Fee if the SIA

is terminated pursuant to clause 14.2 of the SIA;

to the amount of (Schedule):

(c) (in respect of EQT Infrastructure IV EUR SCSp), the

sum of NZ $991,763,500 or, in relation to the Reverse

Break Fee, 64.61 per cent; and

(d) (in respect of EQT Infrastructure IV USD SCSp), the

sum of NZ $543,236,500 or, in relation to the Reverse

Break Fee, 35.69 per cent; and

33.2 acknowledged that, Metlifecare has the right to cause APVG

to seek an injunction, or other appropriate form of specific

performance or equitable relief, and to cause APVG to cause

the Investors to fund their commitments in respect of the

purchase price or the Reverse Break Fee, where (clause 6.2):

(a) Metlifecare is entitled to specific performance in

accordance with the SIA to cause the Scheme to be

11

100397445/7769645.5

implemented or consummated or the Reverse Break

Fee to be paid; and

(b) Metlifecare has given written notice to APVG and the

Investors stating Metlifecare’s unqualified acceptance

of, and agreement to comply with, the provisions of the

Equity Commitment Letter.; and

33.3 confirmed that:

(a) the parties acknowledge and agree that damages may

not be an adequate remedy for any breach of the

provisions of the Equity Commitment Letter, and that

in addition to any other available remedies (which may

include money damages), the remedies of specific

performance and/or injunctive relief may be available

as a remedy for any threatened or actual such breach

(clause 10.3); and

(b) the Equity Commitment Letter shall be governed by

and construed in accordance with the laws of New

Zealand. The courts having jurisdiction in New Zealand

have non-exclusive jurisdiction to settle any dispute

arising out of or in connection with this letter and each

party irrevocably submits to the non-exclusive

jurisdiction of the courts having jurisdiction in New

Zealand (clause 10.8).

34 The obligations in the Equity Commitment Letter are subject to the

SIA having been executed and legally binding on all parties, the

satisfaction and waiver of the Conditions in the SIA, no party having

terminated the SIA in accordance with its terms, and the Scheme

becoming effective.

Deed Poll

35 On 11 March 2020 APVG executed the Deed Poll required by the SIA

and delivered it to Metlifecare.

36 The Deed Poll obliges APVG to pay the Scheme Consideration in

accordance with the terms of the Scheme and provides that:

36.1 subject to the SIA not being terminated and the Scheme

having become unconditional, APVG undertakes to pay the

Scheme Consideration of NZ $7.00 per share in cleared funds

into a trust account Metlifecare nominates (clause 4.1); and

36.2 the funds in the trust account must be paid in satisfaction of

the Scheme Shareholders’ entitlements to receive the Share

Consideration under the Scheme in accordance with the

Scheme Plan (clause 4.2).

12

100397445/7769645.5

37 The Deed Poll:

(a) confers benefits on the Scheme Shareholders as

defined in the Scheme Plan (clause 2(a)); and

(b) records that under the Scheme Plan each Scheme

Shareholder appoints Metlifecare as each Scheme

Shareholder’s attorney and agent to enforce the Deed

Poll against APVG with effect on and from the date

prescribed for such appointment in the Scheme Plan

(clause 2.1(b)).

Steps taken by Metlifecare and APVG in accordance with the

SIA

38 From 29 December 2019 Metlifecare and APVG took various steps to

meet their respective obligations under the SIA, as set out below.

- Overseas Investment Office approval

39 On 16 January 2020 Metlifecare provided the Overseas Investment

Office with a “vendor information form” in connection with the

application for Overseas Investment Office approval.

40 On 20 January 2020 APVG submitted its application for Overseas

Investment Office Approval which explained, inter alia, that:

40.1 APVG and EQT Infrastructure IV Fund were the Applicants;

40.2 APVG intends to finance the proposed transaction by way of

equity from the EQT Infrastructure IV Fund, which has total

committed capital of approximately EUR 9 billion, and

potential co-investors;

40.3 EQT Infrastructure IV Fund is the indirect owner of Asia

Pacific Village Holdings Limited, the sole shareholder of APVG;

40.4 EQT Infrastructure IV Fund and EQT Fund Management have

the business experience and acumen as required under the

Overseas Investment Act 2005 in respect of the proposed

transaction;

40.5 EQT Infrastructure IV Fund will provide the financial

commitment necessary;

40.6 irrespective of the outcome of negotiations with any co-

investors, EQT Infrastructure IV Fund will control the majority

of the proposed investment and will, therefore, maintain

control of Metlifecare.

- Independent Adviser’s Report

41 Metlifecare appointed KordaMentha to provide an Independent

Adviser’s Report on the merits of the Scheme, and on 30 December

13

100397445/7769645.5

2019 KordaMentha applied to the Takeovers Panel for approval of

that appointment.

42 On 7 January 2020 the Takeovers Panel approved KordaMentha’s

appointment as the Independent Adviser.

43 In its final draft report in May 2020 the Independent Adviser

concluded that the Scheme Consideration is within the Independent

Adviser’s valuation range for the Metlifecare shares, and assessed

the value of Metlifecare shares to be within the range of NZ $6.50 to

$7.65 per Metlifecare share. The valuation of Metlifecare as set out

in the report was determined on 5 March 2020, based on forecasts

provided by Metlifecare in February 2020.

- Statutory Supervisor Consent

44 On 23 January 2020 the condition of obtaining the consent of the

statutory supervisors of the Metlifecare group villages to the change

of control of Metlifecare arising from the Scheme was satisfied.

- Bank approval

45 On 17 February 2020 the condition of obtaining the consent of

Metlifecare’s lenders under bank facility agreements to the change

of control of Metlifecare arising from the Scheme was satisfied.

- Takeovers Panel engagement

46 From January 2020 Metlifecare engaged with the Takeovers Panel in

relation to the Scheme and in accordance with the Takeovers Panel

process for approval of schemes of arrangement.

47 On 18 March 2020 Metlifecare formally applied to the Takeovers

Panel for a letter confirming it was minded to issue a “no objection”

letter under section 236A(2)(b)(ii) of the Companies Act 1993

(Letter of Intention).

48 Metlifecare has continued to engage with the Takeovers Panel in

relation to the Scheme and the materials Metlifecare proposed to

put to its shareholders detailing and seeking shareholder approval of

the Scheme.

- Shareholder approval and Court orders

49 On 4 May 2020 Metlifecare filed an originating application and an

interlocutory application seeking initial orders under Part 15 of the

Companies Act 1993 to put the Scheme to its shareholders for

approval.

- Deed Poll

50 On 11 March 2020 APVG executed the Deed Poll as pleaded above.

Emergence of COVID-19 and New Zealand’s response

51 On 20 March 2020 Metlifecare announced to NZX and ASX that it

had not observed any material impact on its retirement village unit

14

100397445/7769645.5

sales or admissions to residential aged care homes as a result of the

COVID-19 pandemic.

52 On 23 March 2020 the New Zealand Government announced that

New Zealand would be put into a “Level 4 lockdown” to respond to

and manage the COVID-19 pandemic.

53 On Wednesday 25 March 2020 at 11.59pm the New Zealand

Government’s Level 4 lockdown restrictions came into effect,

imposing strict restrictions on the conduct of many New Zealand

businesses and people.

Particulars

53.1 Epidemic Preparedness (COVID-19) Notice 2020 made on

24 March 2020 under section 5 Epidemic Preparedness Act

2006;

53.2 declaration of a state of national emergency under the Civil

Defence Emergency Management Act 2002 on 25 March

2020;

53.3 COVID-19 Response (Urgent Management Measures)

Legislation Act 2020 which commenced on Royal Assent on

25 March 2020 which, inter alia enabled the Chief Executive

of the Ministry for Education to direct all schools to close;

53.4 section 70(1)(m) Health Act Order made on 25 March 2020

(amended on 21 April 2020); and

53.5 section 70(1)(f) Health Act Order made on 3 April 2020

(amended on 21 April 2020).

54 In accordance with the Level 4 lockdown restrictions, Metlifecare’s

retirement villages and aged care homes were permitted to, and did

continue to, operate as an “essential” service for residents, however

while the Level 4 lockdown restrictions were in place:

54.1 sales and resales of Occupation Right Agreements were

restricted and the majority of planned settlements of

Occupation Right Agreements were temporarily delayed;

54.2 development activity paused, as required by law; and

54.3 Metlifecare’s remediation programme paused, as required by

law.

55 The Level 4 restrictions were lifted and the New Zealand

Government’s Level 3 restrictions came into effect at 11.59pm on

Monday 27 April 2020, under which:

15

100397445/7769645.5

55.1 Metlifecare was able to allow some residents to move into

their units, and settlements of the Occupation Right

Agreements that were delayed as a result of the Level 4

lockdown restrictions could occur;

55.2 sales activity increased as prospective residents could make

appointments to view villages; and

55.3 construction activity and other aspects of the development

and remediation programmes resumed under enhanced

worker safety and workplace distancing requirements.

56 During several discussions and email communications from

13 March 2020 APVG and EQT Infrastructure IV Fund

representatives encouraged Metlifecare to consider and manage its

capital and liquidity needs, and strongly encouraged Metlifecare

management to conserve cash, consistent with the advice it gave

EQT-owned companies on its website on 19 March 2020.

57 Metlifecare and its 24 subsidiary companies applied for and received

the wage subsidy from the Ministry of Social Development amount

to a total of $7.1 million. Those applicant subsidiary companies

were, and remain, eligible to seek and receive that wage subsidy.

58 Metlifecare gave APVG reasonable access to information about, kept

APVG reasonably informed of, and consulted with APVG in relation

to the steps Metlifecare took in response to the Level 4 lockdown

restrictions.

APVG’s purported termination

59 On 7 April 2020 Metlifecare received a notice from APVG that

advised of its intention to terminate the SIA.

60 In the notice APVG asserted that:

60.1 the emergence and spread of “COVID-19” in New Zealand

had triggered the Material Adverse Change clause (MAC

clause) because it had reduced, or is reasonably likely to

reduce, the consolidated net tangible assets of Metlifecare by

at least $100 million and/or that it is reasonably likely to

reduce the consolidated underlying net profit (as described in

the MAC clause) of Metlifecare by at least 10% in FY20,

and/or FY21, and/or FY22 against what it would reasonably

have been expected to be but for the COVID-19 event; and

60.2 Metlifecare had not provided enough information to APVG to

enable APVG to adequately review the extent to which the

business was being run in the ordinary course and

notwithstanding the lack of information and consultation,

APVG considered that Metlifecare had breached clauses 9.2(a)

16

100397445/7769645.5

and 9.2(d)(xi) and such breaches were Prescribed

Occurrences, giving rise to a termination right by APVG.

61 On 28 April 2020 APVG by notice purported to terminate the SIA in

accordance with clause 14.3(c) of the SIA (Notice of Termination).

62 APVG’s Notice of Termination alleged that:

(a) “Material Adverse Change: The emergence and spread of

COVID-19 is a Specified Event that has caused, or is

reasonably likely to cause, reductions in the value of

Metlifecare’s net tangible assets and consolidated underlying

net profits in excess of the thresholds identified in the

Material Adverse Change clause. Each of these reductions

entitles APVG to terminate the SIA;

(b) Prescribed Occurrences: Metlifecare has breached the interim

period restrictions by deferring development, remediation,

maintenance, and refurbishment projects outside of the

parameters of the SIA without APVG’s consent. APVG is also

concerned that Metlifecare has, without approval and in

breach of the SIA, applied for and taken a wage subsidy in

respect of entities that are not reasonably likely to be entitled

to the wage subsidy, which is a material arrangement that

creates reputational and repayment risks for Metlifecare.

Those unauthorised actions are material to Metlifecare and

entitle APVG to terminate the SIA.”

63 On 3 May 2020 APVG advised Metlifecare that it had withdrawn its

application for consent under the Overseas Investment Act 2005.

FIRST CAUSE OF ACTION: BREACH OF CONTRACT –

WRONGFUL REPUDIATION OF THE SCHEME

IMPLEMENTATION AGREEMENT BY ASIA PACIFIC VILLAGE

GROUP LIMITED

The plaintiff repeats paragraphs 1 to 63 above and says further:

64 The Notice of Termination is invalid for the reasons set out below.

No Material Adverse Change

65 APVG had no reasonable basis to conclude that a Material Adverse

Change had occurred, and none had in fact occurred:

65.1 the emergence and spread of the COVID-19 pandemic in New

Zealand is not a Specified Event for the purposes of the MAC

clause in the SIA, and APVG’s fundamental assumption that

COVID-19 has caused and will cause serious, widespread and

lasting detriment to Metlifecare’s business is not correct;

17

100397445/7769645.5

65.2 APVG had no reasonable basis to conclude that the thresholds

in the MAC clause had been triggered, or were reasonably

likely to be triggered, and they had not in fact been triggered:

Particulars – Net tangible assets

(a) Metlifecare’s investment property portfolio, which

constitutes a significant portion of its net tangible

assets (NTA)) is independently valued every six

months, and its care homes portfolio is independently

valued once every year;

(b) in Metlifecare’s report of its half year financial results

as at 31 December 2019, confirmed on 26 February

2020, Metlifecare’s consolidated net tangible assets

were $1.49 billion;

(c) the external valuation methodology for the half-year

valuations are based on forecast village cash flows over

a long-term, 20-year period;

(d) there is no reason to adjust Metlifecare’s investment

property portfolio at present; and

(e) on 28 April 2020 Metlifecare’s consolidated NTA had

not fallen by, and was not reasonably likely to fall by,

more than $100m;

Particulars – Consolidated underlying net profits

(f) as set out on page 49 of the management presentation

dated 4 December 2019, Metlifecare’s forecast FY20

underlying net profit was $88.5 million;

(g) Metlifecare’s consolidated underlying net profit for FY20

has not fallen by, and is not reasonably likely to fall by,

more than 10%;

(h) based on scenarios the Metlifecare Board considered at

its meeting on 31 March 2020, as announced to the

NZX on 20 April 2020 and included in the draft Scheme

materials as at 26 April 2020, Metlifecare’s then

consolidated underlying profit expectations for FY20

were from $83 million to $90 million;

(i) Metlifecare’s most recent internal management forecast

of consolidated underlying profit for FY20, considered

by the Metlifecare Board on 29 April 2020 and

communicated to APVG, was $88.7 million;

(j) Metlifecare’s consolidated underlying net profit for any

other financial year is not reasonably likely to fall by,

more than 10%, against what it would reasonably have

18

100397445/7769645.5

been expected to be, but for the emergence and

spread of the COVID-19 pandemic in New Zealand as

referred to in the Notice of Termination;

65.3 if, contrary to the above pleading, it is shown that there has

been or is reasonably likely to be a reduction in Metlifecare’s

consolidated net tangible assets or its consolidated underlying

net profit, this is the result of changes in general economic

conditions and/or changes in law:

(a) the change in circumstances currently experienced

across the economy in New Zealand and globally is a

general economic condition; and

(b) the restrictions impacting the operation of the

Metlifecare business and most other businesses in New

Zealand result from changes in law, being changes

which have been implemented through a number of

new legislative instruments.

Particulars

(i) Epidemic Preparedness (COVID-19) Notice 2020

made on 24 March 2020 under section 5

Epidemic Preparedness Act 2006;

(ii) declaration of a state of national emergency

under the Civil Defence Emergency Management

Act 2002 on 25 March 2020, as extended on

2 April 2020, 8 April 2020, 15 April 2020, 22

April 2020, 29 April 2020 and 6 May 2020;

(iii) COVID-19 Response (Urgent Management

Measures) Legislation Act 2020 which

commenced on Royal Assent on 25 March 2020;

(iv) section 70(1)(m) Health Act Order made on

25 March 2020 (as amended on 21 April 2020);

(v) section 70(1)(f) Health Act Order made on

3 April 2020 (as amended on 21 April 2020);

(vi) Health Act (COVID-19 Alert Level 3) Order 2020

made on 24 April 2020 (as amended through

Orders made on 29 April 2020, 8 May 2020 and

11 May 2020; and

(vii) COVID-19 Public Health Response Act 2020 (in

force from 13 May 2020).

19

100397445/7769645.5

No Prescribed Occurrence

66 APVG had no reasonable basis to conclude that a Prescribed

Occurrence had occurred, and none had in fact occurred. In

particular, no breach of clauses 9.2 and 9.3 of the SIA occurred:

Particulars – Capex adjustments

66.1 Metlifecare gave APVG reasonable access to information

about, kept APVG reasonably informed of, and consulted with

APVG in relation to the steps Metlifecare took in response to

the Level 4 lockdown restrictions as set out in Appendix

Two;

66.2 Metlifecare’s responses to the Level 4 lockdown restrictions

did not result in a significant change to the nature and scale

of its business, and did not involve any business or

undertaking in which Metlifecare was not previously engaged;

66.3 deferrals in construction, remediation and refurbishment &

maintenance capital expenditure projects were necessary in

response to the Level 4 lockdown restrictions and Metlifecare

planned for remobilisation of the planned capital expenditure

spending to occur as quickly as practicable once the Level 4

lockdown restrictions were lifted;

66.4 deferrals in construction, remediation and refurbishment &

maintenance capital expenditure projects that were not in

response to the Level 4 lockdown restrictions were consented

to by APVG, as set out in Appendix Two, and to the extent

that APVG did not consent to any deferrals then APVG’s

consent has been unreasonably withheld in relation to the

works at the following villages:

(a) Pohutakawa Landing;

(b) Gulf Rise;

(c) Palmerston North;

(d) Dannemora Gardens; and

(e) Hibiscus Coast;

Particulars – Wage subsidy

66.5 applying for and receiving wage subsidies from the

Government for 25 Metlifecare group of companies:

(a) was lawful, in that the applicant companies were, and

remain, eligible to seek and receive the subsidy;

(b) was a reasonable and appropriate step to take in all of

the circumstances;

20

100397445/7769645.5

(c) was consistent with EQT Infrastructure IV Fund’s (and

APVG’s) advice and recommendation, to consider and

manage its liquidity needs;

(d) was not a breach of clause 9.2(c)(ii) of the SIA, as it

was not a failure to use all reasonable endeavours to

preserve Metlifecare’s relationships with Government

Agencies and the other persons referred to in that

clause;

(e) was not a breach of clause 9.2(d)(x)(C) of the SIA as it

was not the entry into a contract, commitment or

arrangement that was of material importance to the

business of the Target Group as a whole;

(f) cannot constitute a breach of clause 9.2(d)(xi) of the

SIA, as that clause relates to contracts, commitments,

arrangements and payments to Related Entities and

similar persons; and

66.6 in any event, none of the above matters has an effect which

is material to the group taken as a whole, such that they

justify termination of the SIA.

67 For the reasons set out in paragraphs 64 to 66 above, APVG

repudiated the SIA.

68 Metlifecare affirmed the SIA and advised APVG that it remains

committed to the agreement and will continue to perform its

obligations in good faith, including to use all reasonable endeavours

to satisfy the remaining conditions.

69 Damages will not be an adequate remedy. The second and third

defendants have by the Equity Commitment Letter committed to

fund payment of the Scheme Consideration and the plaintiff is

entitled to specific performance.

AND the plaintiff claims:

(a) a declaration that:

(i) APVG’s Notice of Termination dated 27 April 2020 and

received 28 April 2020 did not terminate the Scheme

Implementation Agreement between Metlifecare and APVG,

dated 29 December 2019; and

(ii) the Scheme Implementation Agreement, Deed Poll and Equity

Commitment Letter remain in force and binding on the

parties;

21

100397445/7769645.5

(b) an order for specific performance compelling Asia Pacific Village

Group Limited to comply with its obligations under the Scheme

Implementation Agreement and Deed Poll in full, including to:

(i) pay consideration for each Scheme share (clause 2.3);

(ii) do everything reasonably necessary to implement the

Scheme in accordance with the SIA (clause 2.4);

(iii) seek all consents required under the Overseas Investment Act

2005 to the implementation of the Scheme (clause 3.1(a));

(iv) make all applications necessary to satisfy the Regulatory

Conditions, provide copies of such applications, and consult

with Metlifecare in relation to all material communications

(clause 3.4);

(v) if the Scheme becomes effective, accept a transfer of Scheme

Shares and provide Consideration in accordance with

clause 2.3 and the Deed Poll (clause 5.2(b));

(vi) comply with the terms of the Scheme Plan in Annexure A;

(c) such consequential orders as may be necessary to give effect to the

above orders; and

(d) costs.

SECOND CAUSE OF ACTION AGAINST FIRST, SECOND, AND

THIRD DEFENDANTS: ENFORCEMENT OF METLIFECARE’S

THIRD PARTY BENEFICIARY RIGHTS UNDER THE EQUITY

COMMITMENT LETTER

The plaintiff repeats paragraphs 1 to 69 above and says further:

70 Pursuant to clause 6.2 of the Equity Commitment Letter executed by

EQT Infrastructre IV EUR SCSp and EQT Infrastructure IV USD

SCSp, each represented by EQT Fund Management S.à r.l., on 29

December 2019:

70.1 the Investors acknowledge that Metlifecare has the right to

cause APVG to seek an injunction, or other appropriate form

of specific performance or equitable relief, and to cause APVG

to cause an Investor to fund, directly or indirectly, their

commitments in respect of the purchase price or the Reverse

Break Fee under the SIA, as applicable where;

(a) Metlifecare is entitled to specific performance in

accordance with the SIA to cause the Scheme to be

implemented or consummated or the Reverse Break

Fee to be paid; and

22

100397445/7769645.5

(b) Metlifecare has given written notice to APVG and the

Investors stating Metlifecare’s unqualified acceptance

of, and agreement to comply with, the provisions of the

Equity Commitment Letter.

70.2 Metlifecare‘s right to cause APVG to cause the Investors to

fund their commitments is acknowledged as third party

beneficiary rights of Metlifecare; and

70.3 APVG’s obligations are given for the benefit of Metlifecare and

are intended to be enforecable against APVG by Metlifecare.

71 As a result of APVG’s wrongful repudiation of the SIA, Metlifecare is

entitled to specific performance against APVG to cause the Scheme

to be implemented.

72 Metlifecare has by written notice accepted and agreed to comply

with the provisions of the Equity Commitment Letter.

73 In accordance with the Equity Commitment Letter Metlifecare

therefore has the right to cause APVG to cause the second and third

defendants to fund the Equity Commitments, being the amount

equal to the purchase price of the Metlifecare shares for APVG to

satisfy its payment obligations under clause 2.3 of the SIA and the

Deed Poll.

AND the plaintiff claims:

(a) an order for specific performance compelling Asia Pacific Village

Group Limited to:

(i) enforce its rights against EQT Infrastructre IV EUR SCSp and

EQT Infrastructure IV USD SCSp pursuant to clause 6.2 of the

Equity Commitment Letter; and

(ii) cause the Investors to fund, directly or indirectly, their Equity

Commitments as set out in the Equity Commitment Letter;

(b) as a consequence of APVG causing the Investors to fund the Equity

Commitments in accordance with the Equity Commitment Letter, an

order for specific performance compelling EQT Infrastructure IV EUR

SCSp and EQT Infrastructure IV USD SCSp to fund the Equity

Commitments as set out in the Equity Commitment Letter;

(c) such consequential orders as may be necessary to give effect to the

above orders; and

(d) costs.

23

100397445/7769645.5

This document is filed by Michael David Arthur, solicitor for the plaintiff, of

the firm Chapman Tripp. The address for service of the plaintiff is at the

offices of Chapman Tripp, Level 38, 23 Albert St, Auckland.

Documents for service on the plaintiff may be delivered to that address or

may be:

(a) posted to the solicitor at PO Box 2206, Auckland; or

(b) emailed to the solicitor by the email addresses on the front page of

this document provided the document is emailed to both Chapman

Tripp addressees listed there.

24

100397445/7769645.5

APPENDIX ONE: EQT STRUCTURE FOR METLIFECARE INVESTMENT

(SIMPLIFIED)

25

100397445/7769645.5

APPENDIX TWO: CORRESPONDENCE

A1 During the due diligence process in Metlifecare provided to EQT

Infrastructure Fund IV,1 inter alia:

A1.1 a FY20 and FY21 Capex Budget;

A1.2 remediation figures and forecasting including projections

through to FY23;

A1.3 development expenditure information from FY17 to FY20;

A1.4 development forecasts;

A1.5 relicensing forecasts (Sensitivity to HPI); and

A1.6 a Bank Model for FY20.

A2 On 29 January 2020 a meeting was held between EQT Infrastructure

IV Fund representatives and Metlifecare representatives to discuss

the Metlifecare business, with particular emphasis on financials and

specific updates on progress and financial metrics of development

projects.

A3 On 13 February 2020 Metlifecare provided to EQT Infrastructure IV

Fund via email a pack for the Development Committee meeting

scheduled for 17 February 2020.

A4 On 18 February 2020 a meeting was held between EQT

Infrastructure IV Fund representatives and Metlifecare executives.

A5 On 26 February 2020 a two-hour teleconference was held between

EQT Infrastructure IV Fund representatives and Metlifecare

executives and a director, in which the attendees primarily

discussed Metlifecare’s recently released half year results, the

business generally and progress of Metlifecare’s development

projects. A specific action recorded from that teleconference was

the request from Metlifecare to EQT Infrastructure IV Fund to email

any questions on the Gulf Rise project (detailed information having

already been provided to EQT Infrastructure IV Fund) prior to the

upcoming meeting on 3 March 2020. No such questions were

emailed.

A6 On 27 February 2020 Metlifecare provided to EQT Infrastructure IV

Fund via email the draft Development Committee meeting minutes

from its 17 February 2020 meeting.

1 Including, in every reference to EQT Infrastructure IV Fund in this Appendix, on

behalf of APVG.

26

100397445/7769645.5

A7 On 3 March 2020:

A1.1 a “Town Hall” meeting was held between Metlifecare staff and

representatives of EQT Infrastructure IV Fund;

A1.2 a meeting was held between EQT Infrastructure IV Fund

representatives and Metlifecare executives; and

A1.3 a Development meeting was held between EQT Infrastructure

IV Fund representatives and Metlifecare. Metlifecare

executives explained that the second phase of the Gulf Rise

project (P2) was expected to start later than had been earlier

planned, as a result of the shift in construction procurement

approach, from a partial tender and negotiation, to a fixed

price lump sum on full documentation approach. The

advantage of that approach was cost certainty. EQT

Infrastructure Fund IV representatives agreed with that

approach, having encouraged management since February

2020 to look at ways to increase profitability on the Gulf Rise

project rather than press ahead to the original schedule.

A8 On 19 March 2020 Metlifecare provided to EQT Infrastructure IV

Fund via email packs containing all papers and appendices for the

Development Committee meeting and People and Remuneration

Committee meeting, scheduled for 23 March 2020.

A9 On 24 March 2020 Metlifecare provided to EQT Infrastructure IV

Fund via email a breakdown of the operating expenditure and

capital expenditure reductions and delays.

A10 On 26 March Metlifecare further provided to EQT Infrastructure IV

Fund via email an updated copy of the bank model updated with

data to the end of February 2020.

A11 On 27 March 2020 Metlifecare advised EQT Infrastructure IV Fund

via email that construction, remediation, and refurbishment capital

expenditure would be lower than budgeted for FY20, and sought

APVG’s approval.

A12 On 29 March 2020:

A12.1 Metlifecare provided to EQT Infrastructure IV Fund via email

the draft Development Committee minutes from the 23 March

2020 meeting, and advised the People and Remuneration

Committee meeting originally scheduled for 23 March 2020

was to be rescheduled. Metlifecare further sent a February

2020 executive report, a March 2020 CEO report, Special

Board meeting minutes, and a sales tracker report; and

A12.2 Metlifecare also advised EQT Infrastructure IV Fund via email

it would provide further information sought by EQT

27

100397445/7769645.5

Infrastructure IV Fund and arranged, at EQT Infrastructure IV

Fund’s request, to begin weekly discussions to discuss the

business generally and monitor the COVID-19 developments.

A13 On 31 March 2020 Metlifecare provided to EQT Infrastructure IV

Fund a “Covid-19 Financial Overview” including scenarios modelled

on different assumptions which showed consolidated underlying net

profit scenarios.

A14 On 1 April 2020 a discussion was held between Metlifecare

executives and representatives from EQT Infrastructure IV Fund.

Metlifecare provided information on a range of topics including

Metlifecare’s forecast and plans for the ongoing Level 4 lockdown

restrictions, the wage subsidy application, and general information

including development sales and occupancy rates.

A15 On 3 April 2020 Metlifecare provided EQT Infrastructure IV Fund via

email with information on leads, applications and settlement data, a

further updated bank model with sensitivity analysis functionality, a

summary of the differences between the FY20 Budget provided in

due diligence and the latest position post-Level 4 lockdown, and an

updated cost savings/deferral summary.

A16 On 8 April 2020 Metlifecare provided EQT Infrastructure IV Fund via

email with information regarding its wage subsidy application,

including an internal management paper.

A17 On 9 April 2020:

A17.1 Metlifecare provided EQT Infrastructure IV Fund via email a

table of the information it had disclosed to date in response to

various requests, and advised what further information was to

be provided; and

A17.2 a discussion was held between Metlifecare executives and

representatives from EQT Infrastructure IV Fund. Metlifecare

provided information and answered questions about

Metlifecare’s response to Level 4 and preparations for Level 3,

the wage subsidy and other matters.

A18 On 14 April 2020 a discussion was held between Metlifecare

executives and representatives from EQT Infrastructure IV Fund.

Metlifecare provided information and answered several questions

about sales application process, sales projections, and how

settlement of sales were progressing.

A19 On 16 April 2020:

A19.1 Metlifecare provided EQT Infrastructure IV Fund via email

with information regarding Metlifecare’s expected settlements

for March, documentation concerning the wage subsidy

28

100397445/7769645.5

applications, and spreadsheets outlining Metlifecare’s cost

reductions and Capex variations. Metlifecare sought written

confirmation of APVG’s consent to various matters;

A19.2 at around 3pm, a discussion was held between Metlifecare

executives and representatives from EQT Infrastructure IV

Fund. Information was provided to EQT Infrastructure IV

Fund on a variety of topics including lockdown response, sales

projections and changes to capital expenditure; and

A19.3 further information regarding site shut-downs as a result of

the Level 4 lockdown restrictions was emailed to EQT

Infrastructure IV Fund.

A20 On 17 April 2020:

A20.1 Metlifecare advised EQT Infrastructure IV Fund via email that

some information sought by EQT Infrastructure IV Fund

regarding scenario planning for FY21 was not available, but

what was available had been provided; and

A20.2 Metlifecare provided EQT Infrastructure IV Fund information

about sales incentives provided, and Metlifecare’s Short Term

Incentive scheme.

A21 On 19 April 2020 Metlifecare emailed EQT Infrastructure IV Fund to

provide further information, to record that EQT Infrastructure IV

Fund had previously been provided with substantial information

regarding capital expenditure and to seek written confirmation of

APVG’s consent to certain matters.

A22 On 21 April 2020 Metlifecare emailed EQT Infrastructure IV Fund to

provide further information requested by EQT Infrastructure IV

Fund, including in relation to various development and other

projects. Metlifecare repeated its request for written confirmation of

APVG’s consent to certain matters.

A23 On 22 April 2020 a discussion was held between Metlifecare

executives and representatives from EQT Infrastructure IV Fund.

Metlifecare provided information to EQT Infrastructure IV Fund on

several topics including Metlifecare’s plans for the Level 3 and Level

2 restrictions, alongside financial information for March 2020.

A24 Metlifecare provided representatives of EQT Infrastructure IV Fund,

within the prescribed period set out in the SIA (being three business

days after being sent to the Metlifecare Board/relevant Board Sub-

Committee) with:

A24.1 monthly Executive and CEO reports;

A24.2 Metlifecare Board papers and minutes;

29

100397445/7769645.5

A24.3 Metlifecare Board Sub-Committees’ (Audit & Risk Committee,

Development Committee, People & Remuneration Committee

and Resident Experience & Care Committee) papers and

minutes from 29 December 2019 to and including 15 May

2020.

A25 Metlifecare also provided representatives of EQT Infrastructure IV

Fund with:

A25.1 regular sales trackers including on 23 March 2020, 26 March

2020, 29 March 2020, 8 April 2020, 22 April 2020, 23 April

2020, 24 April 2020, being on a more regular basis than were

sent to the Metlifecare Board;

A25.2 updates via regular scheduled and informal telephone

conversations, in-person meetings, teleconferences and video

conferences, including those set out above;

A25.3 regular exchanges of emails from 29 December 2019 until 28

April 2020;

A25.4 regular updates on the New Zealand Government’s response

to COVID-19 and related issues during April 2020; and

A25.5 other ad hoc information, both voluntarily and as requested

by EQT Infrastructure IV Fund.