Notice of Annual Meeting and Proxy Voting Form

AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)
1/245 Ti Rakau Drive
Burswood
Auckland
Ph: +64 (09) 930-0245


Notice of Annual Meeting and Proxy Voting Form

Further to AFC Group Holdings Limited (AFC) announcement of 23 July 2018, the Annual
Meeting of shareholders will be held on Monday, 27 August 2018, commencing at 2:00 pm
at AFC Office 1/245 Ti Rakau Drive, Burswood, Auckland. Attached is a copy of the Notice
of Annual Meeting and Proxy Voting Form.

Shareholders can vote either online, in person at the meeting on Monday, 27 August 2018
or by appointing a proxy to vote and returning the Proxy Voting Form no later than 2:00 pm
(New Zealand time) on Saturday, 25 August 2018.

The Annual Report for the year ended 31 March 2018 has been mailed to those
shareholders not registered to receive communications electronically. The Annual Report
is also available on AFC’s website at www.afcnz.com.

On behalf of the Board of Directors

Hao Long
Director
13 August 2018

For Further Information
Please contact Mr Howard Long
howard.long@afcnz.com
+64- 21- 244-8000

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AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)
1/245 Ti Rakau Drive
Burswood
Auckland
Ph: +64 (09) 930-0245


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

27 August 2018


AFC Group Holdings Limited (the Company) gives you notice that the annual
meeting of shareholders will be held in the AFC Office, 1/245 Ti Rakau Drive,
Burswood, Auckland commencing at 2:00pm on 27 August 2018.

The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolutions and the approval required for each
resolution by the shareholders of the Company pursuant to the NZAX Listing Rules, the
Companies Act 1993 and the constitution of the Company.


The business of the meeting will be:

1. Chairman’s Introduction
2. Apologies
3. Resolution 1: Annual Report
To receive and consider the Annual Report, including the audit report and
financial statements, for the year ended 31 March 2018.
“That the Annual Report be received.”
4. Resolution 2: Appointment of Auditor
To record that the Company’s Auditors William Buck is reappointed as auditors
pursuant to section 200 of the Companies Act 1993 and to consider, and if
thought fit, to pass the following ordinary resolution
”That the Company’s Auditors William Buck is reappointed as auditors.”

5. Resolution 3: Fixing the Fees and Expenses of the auditor
To record that shareholder authorise the directors to fix the fees and expenses
of the auditor for the financial year ending 31 March 2019 pursuant to section
200 of the Companies Act 1993 and to consider, and if thought fit, to pass the
following ordinary resolution
”That the directors of the Company be authorised to fix the remuneration
of the auditors of the Company for the ensuing year.”
6. Resolution4: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution pursuant
to NZAX Listing Rule 3.2.6:
“That Yang Xia, who retires by rotation and is eligible for re-election, be
elected as a director of the Company.”
7. Resolution 5: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution:
“That Zilei (Jacky) Wang, having been appointed since the last annual
meeting and who therefore retires and is eligible for election, be elected
as an independent director of the Company.”
8. Resolution 6: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution:
“That Hao (Howard) Long, who retires by rotation and is eligible for re-
election, be elected as a director of the Company.”

Attending the Meeting
If you wish to vote in person you should attend the Annual Meeting. Please bring your
proxy form with you to the meeting to assist with your registration.

Explanatory Notes
Explanatory notes on Resolution 2-6 accompany this Notice of Meeting.

Ordinary Resolution
An ordinary resolution means a resolution passed by a simple majority of votes of
shareholders of the Company entitled to vote and voting.

Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of the Resolutions 1 to
6.
Proxies and Representatives
Shareholders may exercise their right to vote at the meeting either by being present in
person or by appointing a proxy to attend and vote in their place. A proxy need not
be a shareholder of the Company. The Chairman of the meeting is willing to act as
proxy for any shareholder who may wish to appoint him for that purpose. The
Chairman intends to vote any discretionary proxies, that he receives, in favour of the
resolutions. A body corporate shareholder may appoint a representative to attend the
meeting on its behalf. A proxy form is enclosed with this notice.

If you wish to vote by proxy you must complete the form and produce it to the Company
by delivering it to the Company’s Share Registrar, Computershare Investor Services
Ltd, Level 2, 159 Hurstmere Road, Takapuna, Auckland or by posting it to The Share
Registrar, AFC Group Holdings Limited, c/o Computershare Investor Services Ltd,
Private Bag 92119, Auckland 1142, New Zealand (in each case), so as to be received
no later than 48 hours before the meeting is due to begin (i.e. before 2:00pm on 25
August 2018).


By order of the Board



Hao Long

Director
10/08/2018

EXPLANATORY NOTES

Resolution 2 - Appointment of Auditor

Shareholder approval is sought to reappoint the Company’s Auditors William Buck as
auditors.

Resolution 3 - Fixing the Fees and Expense of the auditor

Shareholder approval is sought to authorise the directors to fix the fees and expense of
the auditor for the financial year ending 31 March 2019.

Resolution 4 and 6 - Re-election of Director

Pursuant to NZAX Listing rule 3.2.6 adopted within the Company’s constitution
requires that at every annual meeting, at least one third of the Directors and those who
have been longest in office since their last election shall retire from office.

The Company currently has five directors. Two of those directors (Mr. Yang Xia and
Mr. Hao Long) retires by rotation, and being eligible for re-election, has offered himself
for re-election.

Yang Xia

Yang Xia is a Chinese national with more than 30 years of experience in commerce
and finance. Prior to starting his own business, he held management and
leadership roles in the Chinese Government’s finance department and in major
nationally owned Chinese companies. He is a former director general of the Anhui
Chaohu Foreign Trade and Economic Relations Commission. He currently holds
directorships in various Chinese companies spanning a range of industries.
In 2007 Mr Xia formed his own investment company, Guangdong Yinrui Investment
& Management Company. While a majority of his investments are in China, he has
also invested in a chemical company in Thailand. Mr Xia is currently in the process
of expanding his investment activities into Australia and New Zealand having
founded NZ Silveray Group Limited in February 2014.


Hao (Howard) Long

Mr. Long moved to New Zealand in 2002 and graduated from Massey University with a
double major in Accounting and Marketing. He is a Chartered Accountant (CA), a
member of Chartered Accountants Australia and New Zealand (CAANZ), and a
Chartered Member of the Institute of Director (CMInstD). He has over 12 years

professional accounting experience, including working for a Big 4 accounting firm plus
governance and management experience in the commercial sectors in China and New
Zealand.

Mr. Long joined AFC in 2015 and is the Executive Director and CFO of AFC Group
Holdings Ltd, and the CEO of AFC Longview Limited.

Resolution 5 - Re-election of Director

The Company has one directors that was appointed as a director by the directors after
the last annual meeting, he is required by NZAX Listing Rule 3.2.3 to retire at the
meeting but is eligible for re-election at the meeting.

Zilei (Jacky) Wang

Mr. Wang graduated from Shanghai International Studies University, where he
obtained a Master Degree of Arts in English Language and Literature. He is a
member of The Chinese Institute of Certified Public Accountants (CICPA) and has
business experience in corporate finance, cross-border M&A, corporate
governance and financial management in New Zealand. He sits on the Board of
several private companies in New Zealand.