Notice of Annual Meeting

Promisia Integrative Limited
Notice of Annual Meeting


Notice is hereby given that the Annual Meeting of Promisia Integrative Limited (the “Company”)
will be held in the Von Kohorn Room, Level 1, Wellington Museum, 3 Jervois Quay, Queens
Wharf, Wellington, on Thursday, 31 May 2018, commencing at 9:30am.

Ordinary Business

(1) Annual Report

To receive the Company’s Annual Report of the Directors and Financial Statements for the year
ended 31 December 2017.

(2) Re-appointment of Auditors

Resolution 1: To consider the following Ordinary Resolution:

“That Moore Stephens Markhams Wellington Audit of Wellington having indicated their
willingness to continue in office be re-appointed as auditors of the Company and that the
directors be authorised to fix their remuneration for the ensuing year.”

(3) Re-election of Director

Resolution 2: To consider the following Ordinary Resolution:

“That, pursuant to Listing Rule 3.3.11, Mr Duncan Priest, who retires by rotation and has offered
himself for re-election, be re-elected as a director of the Company.”

A brief biography for Mr Priest is follows the Explanatory Notes to this notice of meeting. In the
opinion of the Board Mr Priest is considered to be an independent director of the Company.

(4) Ratification of Previous Issue

Resolution 3: Ratification of previous issue of 47,750,000 ordinary shares – Ordinary
Resolution – Listing Rule 7.3.5(c)

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company:

“The previous allotment of 47,750,000 ordinary fully paid shares, at an issue price of $0.02
per share raising the sum of $955,000, to qualifying investors on 16 January 2018, is hereby
ratified and approved”.

Explanatory notes for Resolution 3 are set out in the following pages.

(5) Approval of issue of Convertible Notes

Resolution 4: Approval to issue Convertible Notes - Ordinary Resolution – Listing Rule 7.3.1


To consider and, if thought fit, pass the following resolution as an ordinary resolution of the
Company:

“That the Directors are authorised to issue a minimum of $300,000 of Convertible Notes and
up a maximum of $1 million of Convertible Notes to qualifying investors, including directors,
on the terms and conditions set out in the attached Explanatory Notes”.

Explanatory notes for Resolution 4 are set out in the following pages.

Voting Procedures

All of the resolutions are ordinary resolutions. An ordinary resolution can be passed by a simple
majority of votes cast by shareholders that are entitled to vote and are voting either in person
or by proxy.

Proxies

Any shareholder of the Company entitled to attend and vote at the meeting may appoint another
person as proxy to attend and vote on his or her behalf. A corporation which is a shareholder
may appoint a representative to attend the meeting on its behalf in the same manner as it could
appoint a proxy. A proxy need not be a shareholder of the Company.

The Chairman of the meeting can be appointed as a proxy.

The directors and shareholders who participated in the Placement of 16 January 2018 are
disqualified from voting concerning Resolution 3 and the directors are also disqualified from
voting concerning Resolution 4. Any disqualified shareholder may vote on both Resolutions 3
and 4 where the shareholder issuing the proxy has given the proxy holder a clear instruction
how to exercise that shareholder’s vote.

To appoint a proxy you should complete and sign the proxy form and either return it by mail,
fax or email to the share registrar of the Company:

By delivery:
Promisia Integrative Limited
C/- Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010

By mail:
Promisia Integrative Limited
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
By Fax: +64 9 375 5990
By Email: meetings@linkmarketservices.co.nz (please put “Promisia Proxy Form” as the
subject of the e-mail for easy identification)

Alternatively, to appoint your proxy and vote online please go to the Link Market Services
website at https://investorcentre.linkmarketservices.co.nz/voting/PIL and follow the
instructions. You will be required to enter your holder number and FIN for security purposes. A
shareholder will be taken to have signed the proxy form by lodging it in accordance with the
instructions on the website.

The completed Proxy Form must be received by no later than 48 hours before the meeting,
being 9.30am on Tuesday 29 May 2018. Online proxy appointments must also be completed
by this time. Registered shareholders at that time will be the only persons entitled to vote at the
meeting and only the shares registered in those holders’ names at that time may be voted at
the meeting.

By order of the Board

S Underwood
Wellington
16 May 2018


EXPLANATORY NOTES

Resolution 3: Ratification of Previous Issue

On 16 January 2018 the Company completed a placement of 47,750,000 fully paid ordinary
shares (Placement) to wholesale and eligible investors at a price of $0.02 per share. This
placement raised the sum of $955,000 to be used as working capital to support the launch of
Arthrem in Australia, fund market development of Artevite in New Zealand and support product
development.

The directors were able to make this Placement under Listing Rule 7.3.5 up to a total of 20%
of the issued capital of the Company. The placement was equal to approximately 9.38% of the
issued capital of the Company immediately prior to the Placement.

This resolution is being proposed by the Directors under Listing Rule 7.3.5(c) to restore the
ability to issue shares back to the full 20% of the then issued capital of the Company
immediately prior to any such issue.

A major institutional shareholder required the Directors to participate in the Placement as a
condition of its participation. The Directors are therefore not able to vote on this resolution.

Failure to pass Resolution 3 will not affect the validity of the Placement but will reduce the
number of shares that can be issued by the Company for a period of twelve months from 16
January 2018, i.e. until 16 January 2019.

The Directors recommend to shareholders that they support Resolution 3.

Resolution 4: Approval to issue Convertible Notes

As noted in reports to shareholders, the Medsafe Alert issued on 15 February 2018 had a
significant and immediate effect on the sale of all of the Company’s products, particularly in
New Zealand but also in Australia. Extensive advertising campaigns using television were
underway for both Arthrem and Artevite and the Company was unable to reduce its promotional
commitments. While support from pharmacies has been very positive, demand from the public
was subject to a severe reduction in February and March. Sales in April have recovered well
but are considerably less than budgeted originally and also less than those achieved in 2016
and 2017.

As sales build in both New Zealand and Australia it will be necessary for the Company to raise
additional capital to fund monthly shortfalls until a breakeven can be achieved. The Directors
are of the view that an interest bearing Convertible Note issue to wholesale and eligible
investors is the most appropriate funding mechanism at the moment.

The terms of the convertible note issue are as follows:

Par Value $1 each
Minimum Subscription: $10,000
Payable Payable in full on application
Security Unsecured
Interest Interest at the rate of 6% per annum (simple interest calculated
monthly) on the face value of the Convertible Note until the
relevant Conversion Date or Redemption Date with interest paid
in shares on conversion
Term Up to 12 months
Conversion Date First Conversion Date: 31 October 2018 at the option of the
holder
Final Conversion Date: 31 May 2019
Corporate Action In the event of the Company making an acquisition for shares
the holders will have the right to convert the Convertible Notes
into fully paid ordinary shares at the Conversion Price. In the
event of a partial or complete takeover of the Company the
holders will have the right to convert the Convertible Notes into
fully paid ordinary shares at the Conversion Price
Conversion Price The share price for the conversion of the Convertible Notes into
ordinary shares shall be $0.005 cents per share (half a cent per
share). Interest accrued shall be converted six monthly at a
conversion price being the closing price share price on 31
October 2018 and 30 April 2019 (or the nearest preceding day
on which any trading occurred)
Dilution Effect The conversion of the minimum subscription of $300,000 of
Convertible Notes will result in the issue of 60 million shares that
will be equal to 9.03% of the enlarged capital of the Company. If
the maximum of $1 million of Convertible Notes are issued then
on conversion 200 million shares will be issued which will be
equal to 24.86% of the enlarged capital of the company. It is not
possible to calculate the impact of the conversion of accrued
interest on the Convertible Notes because the conversion price

for interest is dependent upon an unknown future event i.e. a
share price. In any event the impact of the conversion of accrued
interest is unlikely to be material
Ranking Any shares issued as a result of the conversion of Convertible
Notes or interest will rank pari passu with all other fully paid
ordinary shares issued by the Company
Voting Rights The Convertible Notes do not carry any voting rights.
Variation of Terms If there is a material change in the circumstances of the
Company, other than a Corporate Action, then the Company
and holders of the Convertible Notes may agree to vary these
terms

Mr Tom Brankin, the Company’s largest shareholder, has indicated his intention to subscribe
for at least $300,000 of the Convertible Notes.

Any share split or share consolidation undertaken by the Company will be reflected in the
Convertible Notes.

The Directors recommend that shareholders support the Resolution 4.

General Comments

The issue will proceed as soon as possible after the Annual Meeting and the directors expect
to have the issue of Convertible Notes completed by 30 June 2018.

If only Resolution 3 is passed then the Company will have the ability to issue up to
approximately $600,000 of Convertible Notes without the need for shareholder approval.

If only Resolution 4 is passed will be able to undertake the proposed offer of convertible notes
under Rule 7.3.1, but will be restricted in the number of additional securities it can issue without
shareholder approval for a period of 12 months following the Placement referred to in
Resolution 3.

If Resolution 5 is not passed then the Company will have to cease trading or negotiate the sale
of its business.

If both resolutions are passed, the Company will be able to undertake the proposed offer of
Convertible Notes AND will increase its ability to issue additional securities under Rule 7.3.5
without needing to seek shareholder approval.



Background on Mr Duncan Priest

Duncan Priest (74) retired from active stock broking in 2012 after a career in the profession that
began in 1963. During part of that time he was a Member of The Wellington Stock Exchange
and its successor the NZ Stock Exchange. He was involved at various times in the whole facet
of stock and share broking, including capital raisings, both primary and secondary markets,
order executions, and providing investment advice to a wide clientele, both in New Zealand and
overseas.

He has been a Director of the Company since 2012 and is also a Director of Trans Tasman
Resources Ltd.