TruScreen Annual Meeting of Shareholders

NZX and Media Release 7 September 2018
NZX Limited
WELLINGTON

TruScreen Annual Meeting

TruScreen Limited (NZAX: TRU), advises that its Annual Meeting will be held at Link Market Services,
Level 11, Deloitte Centre, 80 Queen St, Auckland, on Thursday 27 September, 2018. The meeting will
commence at 2.00pm.
Please find attached a copy of the Chairman’s Letter and Notice of Meeting that will be distributed to
all shareholders today.

For more information visit www.truscreen.com


Contact
Martin Dillon
TruScreen Chief Executive Officer
Email: martindillon@truscreen.com

-ENDS-

About TruScreen:
TruScreen’s real time cervical cancer technology
utilises a digital wand which is placed on the
surface of the cervix to measure electrical and
optical signals from the surrounding tissue. A
sophisticated proprietary algorithm framework
distinguishes between normal and abnormal
(cancerous and precancerous) tissue to identify
precancerous change, or cervical intraepithelial
neoplasia (CIN). A Single Use Sensor (SUS) is used
for each patient to protect against cross-infection.

---

7 September 2018




Dear Shareholder
2018 Annual Meeting of Shareholders
Shareholders are invited to the 2018 Annual Meeting which is scheduled for 27 September 2018.
The details of the Annual Meeting are as follows:
Venue: Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland
Date: Thursday 27 September 2018
Time: 2.00 pm
Refreshments will be served after the meeting between 3.00 pm and 4.00 pm.
Accompanying this letter is a Notice of the Annual Meeting and a Proxy Form which must be lodged
at least 48 hours before the meeting is due to begin.
Please note this meeting is restricted to registered shareholders and/or proxy holders.
Yours sincerely
TruScreen Limited

Robert Hunter
Chairman

TRUSCREEN LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is hereby given that the Annual Meeting of Shareholders of TruScreen Limited (the "Company”)
will be held at Link Market Services, Level 11, Deloitte Centre, 80 Queen Street, Auckland on Thursday
27 September 2018 at 2.00 pm.
BUSINESS OF THE MEETING
1. Appointment and Remuneration of Auditors – Ordinary resolution
To record the appointment of BDO Auckland as Auditors of the Company under section 200 of the
Companies Act, and to authorise the Board to fix their remuneration for the forthcoming year.
2. Re-election of Director – Ordinary resolution
Mr Robert Hunter retires in accordance with the provisions of the Constitution of the Company and,
being eligible, offers himself for re-election.
3. Election of Director – Ordinary resolution
Professor Ronald Jones retires in accordance with the provisions of the Constitution of the Company
and, being eligible, offers himself for election.
4. Election of Director – Ordinary resolution
Mr Chris Lawrence retires in accordance with the provisions of the Constitution of the Company and,
being eligible, offers himself for election.
5. Election of Director – Ordinary resolution
Ms Marie Ficarra retires in accordance with the provisions of the Constitution of the Company and,
being eligible, offers herself for election.
6. Election of Director – Ordinary resolution
Mr Kelly (Con) Hickey retires in accordance with the provisions of the Constitution of the Company
and, being eligible, offers himself for election.
7. Election of Director – Ordinary resolution
Mr Anthony Ho has been nominated as a director in accordance with the provisions of the Constitution
of the Company and has consented to be offered for election.

NOTES
1. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to appoint a
proxy to attend and vote on their behalf. A proxy need not be a shareholder of the Company.
A proxy appointment and vote can be completed online at the Link Market Services Investor Centre
at https://investorcentre.linkmarketservices.co.nz/voting/TRU. You will require your CSN/Holder
Number and Authorisation Code (FIN). Alternatively you can complete and return the proxy form
enclosed. To be effective a proxy must be lodged with the Company’s Share Registrar, Link Market
Services, in accordance with the instructions on the Proxy Form accompanying this Notice by 2.00 pm
on Tuesday 25 September 2018.
If you wish to appoint an independent director or the Chairman as your proxy, Mr Hunter is willing to
act on your behalf.
2. VOTING RESTRICTIONS
No persons are restricted from voting on any of the resolutions referred to in this Notice of Meeting.
All persons registered on the Company’s register of shareholders as the holders of shares as at the
close of business on Tuesday 25 September 2018 shall, subject only to the preceding restrictions, be
entitled to vote at the Meeting in person or by proxy.
By Order of the Board of Directors


Robert Hunter
CHAIRMAN

EXPLANATORY NOTES
RESOLUTION 2: RE-ELECTION OF ROBERT HUNTER AS A DIRECTOR
Robert Hunter is retiring by rotation and offers himself for re-election.
Robert Hunter is the chairman of TruScreen. He has been a significant investor in the TruScreen
intellectual property and business operations over a 20-year period and has invaluable knowledge of
TruScreen’s commercial operations.
Robert has 35 years’ business experience and is currently the principal of a Chartered Accounting
and Corporate Advisory Practice based in Sydney. He has past experience as a Director and Chairman
of numerous public and private companies involved in a broad range of business activities including
property, financial services, retailing, telecommunications, biotechnology and funds
management. Robert has held honorary roles in a number of charitable, educational and sporting
organisations. He is a Commerce graduate and Fellow of the Institute of Chartered Accountants in
Australia.
RESOLUTION 3: ELECTION OF RONALD JONES AS A DIRECTOR
Ronald Jones was appointed by the Directors in October 2017 and offers himself for election.
Professor Ron Jones is a trained obstetrician and gynaecologist and was a former clinical professor at
the University of Auckland. He is a widely published international authority of lower genital tract
pre-cancer and cancer and past president of the International Society for the Study of Vulvovaginal
Disease and chair of the Scientific Committee of the International Federation of Cervical Pathology
and Colposcopy.
Professor Jones has been involved with the TruScreen technology since the very beginning and was
the Principal Investigator for a 1998 study at National Women’s Hospital in Auckland, one of the key
clinics used to gather early data for what was then the Cervical PolarProbe (and has now evolved
into TruScreen).
RESOLUTION 4: ELECTION OF CHRISTOPHER LAWRENCE AS A DIRECTOR
Christopher Lawrence was appointed by the Directors in December 2017 and offers himself for
election.
Chris Lawrence is a successful New Zealand businessman and a significant investor in life science and
biotechnology businesses. He has spent a substantial part of his career in small business where he
has had proven success in leading market place disruption and translating new business models into
sustainable profitable businesses.
RESOLUTION 5: ELECTION OF MARIE FICARRA AS A DIRECTOR
Marie Ficarra was appointed by the Directors in June 2018 and offers herself for election.
Marie Ficarra is an experienced healthcare executive and a passionate advocate for cervical cancer
screening programmes. She has specialised in the sales and marketing of pharmaceutical products
and medical diagnostics, primarily related to cervical cancer, and has devoted the last three years to
helping establish the Australian Gynaecological Cancer Foundation. In addition, Ms Ficarra has held a
senior advisory role to Merck Sharp and Dohme (Australia) for the introduction and reimbursement
of pharmaceuticals including the cervical cancer vaccine and served on NSW Parliamentary
Committees into Health and Medical Research.

Marie is a Science graduate with Honours from the University of Sydney, Australia.
RESOLUTION 6: ELECTION OF KELLY (CON) HICKEY AS A DIRECTOR
Kelly (Con) Hickey was appointed by the Directors in August 2018 and offers himself for election.
Con Hickey is a healthcare executive with over 30 years of experience in building successful
international business and strong performance teams in the medical device industry. Currently the
Managing Partner of CONX Partners and having served in several senior executive roles for
multinational companies including Welch Allyn, a leading global manufacturer in frontline diagnostic
and screening equipment, Con has expertise in cross functional leadership, strategic planning,
channel management, talent development and business and market development. He has direct
hands-on experience in managing and growing business in high growth/emerging countries, such as
China and India in the Asian Pacific region as well as South Africa, with extensive global industry
connections.

RESOLUTION 7: ELECTION OF ANTHONY HO AS A DIRECTOR

IDL Trustee Limited and CBT Trustee Limited (“Nominating Shareholders”), who are shareholders
who together hold not less than 5% of the shares on issue in the Company, nominated Mr Anthony
Ho to be considered as a director of the Company at this Annual Meeting.

The Nominating Shareholders requested that this statement be inserted into the Notice of Meeting.

Appointment of Mr Ho as a director

The Nominating Shareholders have nominated Anthony Ho to be considered as a director of
Truscreen Limited for the following reasons:

In the opinion of the Nominating Shareholders, Mr Ho has prior and current listed company
experience as a chairman and a non-executive director, and he will add considerable external
independence to the Board;

Mr Ho has worked in the biotech sector in Australia and New Zealand for many years, an attribute
which the Nominating Shareholders consider would be consistent with the skill set of the existing
Board;

A brief summary of Mr Ho’s qualifications and work history are provided below:

Anthony Ho
Tony has a Bachelor of Commerce degree from The University of New South Wales, Sydney, is a
Member of The Institute of Chartered Accountants in Australia and New Zealand, a Fellow of The
Institute of Chartered Secretaries and Administrators, a Fellow of the Australian Institute of
Company Directors, and a Fellow of the Governance Institute of Australia.
Tony has held numerous non-executive directorships with a number of listed companies. He
currently holds directorships with the following ASX listed companies:

• Non-executive chairman of Greenland Minerals Limited, (a company developing a major rare
earth oxide and uranium deposit in Greenland).
• Non-executive chairman of Bioxyne Limited (a biotech pharmaceutical company in the Direct
Sales market).

• Non-executive director and chairman of the Audit Committee of Credit Intelligence Limited
(an insolvency and debt restructuring management company).

Prior to becoming a professional director, Tony held a number of senior executive roles, including:

• Interim Chief Financial Officer of Volante Group Limited – one of the largest Australian
owned and ASX listed Computer Services Companies with major government contracts.
• Executive Director and Chief Financial Officer of Arthur Yates & Co Limited group of
companies (ASX listed).
• Executive Director, Australia of Lion City Holdings Pte Limited - a Singapore based duty free
retailer.

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LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/voting/TRU
Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR TRUSCREEN LIMITED’S 2018 ANNUAL MEETING
The Annual Meeting of TruScreen Limited (TruScreen) will be held at 2:00pm on Thursday 27 September 2018 at Link Market Services Limited,
Level 11, Deloitte Centre, 80 Queen Street, Auckland. If you will attend the Meeting, please bring this form to assist with your registration. If you
will not attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement
instructions above) to TruScreen’s share registry, Link Market Services, by no later than 2:00pm, Tuesday 25 September 2018.
You can also appoint your proxy and vote online by going to https://investorcentre.linkmarketservices.co.nz/voting/TRU or by scanning the QR
code above with your smartphone.
Appointment of proxy
A shareholder entitled to attend and vote is entitled to appoint a proxy or, in the case of a corporate shareholder, a representative to attend and
vote instead of him/her and that proxy or representative need not also be a shareholder. The Chairperson of the meeting is willing to act as proxy
for any shareholder who wishes to appoint him for that purpose. If you appoint the Chairperson and you do not indicate how the Chairperson
should vote, the Chairperson will vote in favour of the resolutions.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each resolution. If you return
this form without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. If you
make more than one election in respect of a resolution your vote will be invalid on that resolution. If you expressly appoint the Chairman of the
Meeting or any other Director as your proxy and elect to give them discretion on how to vote on a resolution, you acknowledge that they will
exercise your vote in favour of resolutions 1 to 7.
Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration.
A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint
a proxy. That person need not also be a shareholder.
Signing instructions for proxy forms
Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
In the case of a joint shareholding, this Proxy Form must be signed by each of the joint shareholders (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a
Solicitor, Justice of the Peace or Notary Public must be deposited or mailed to be received at the office of Link Market Services Limited, in any
manner as per the instructions below, not later than 2.00pm on Tuesday 25 September 2018.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or
implied authority of the shareholder, or an attorney duly authorised by the shareholder.

Go online to https://investorcentre.linkmarketservices.co.nz/voting/TRU to appoint your proxy

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of TruScreen Limited hereby appoint:

________________________________________________________of ______________________________________________________
(full name of proxy) (full address)

Or

________________________________________________________of ______________________________________________________
(full name of proxy) (full address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday 27 September 2018 and at
any adjournment of that meeting and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any
other resolution proposed at the meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain
from voting on each such resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on
your behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item
ORDINARY BUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
1. Appointment and remuneration of Auditor – ordinary resolution
   
2. Re-election of Mr Robert Hunter as a director – ordinary resolution
   
3. Election of Prof Ronald Jones as a director – ordinary resolution
   
4. Election of Mr Chris Lawrence as a director – ordinary resolution
   
5. Election of Ms Marie Ficarra as a director – ordinary resolution
   
6. Election of Mr Kelly (Con) Hickey as a director – ordinary resolution
   
7. Election of Mr Anthony Ho as a director – ordinary resolution
   

STEP 3: SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ___________________________________________ Contact Daytime Telephone _______________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below.