Release of Offer Document and Updated Issue Timetable

9547635_1 1

Promisia Integrative Limited
Offer Document

3 for 1 Renounceable Rights Issue of Ordinary Shares

Dated 5 December 2018








This Offer Document is an important document. It explains Promisia Integrative Limited’s (“PIL”) plan to
raise new capital of up to approximately $1,670,000 through a Rights issue and your opportunity to
participate. The rights issue detailed in this Offer Document will give all Eligible Shareholders the right
to acquire 3 New Shares for every 1 Share they hold on the Record Date (5:00pm on 4 December 2018),
at the Issue Price of $0.001 per Share. Please take the time to read this Offer Document carefully and, if
necessary, seek financial advice from an authorised financial advisor.

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Contents
IMPORTANT INFORMATION ....................................................................................................................... 3
CHAIRMAN’S LETTER ................................................................................................................................... 5
IMPORTANT ELEMENTS OF THE OFFER ...................................................................................................... 8
IMPORTANT DATES ................................................................................................................................... 10
ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS ............................................................................... 11
TERMS OF THE OFFER ............................................................................................................................... 15
GLOSSARY ................................................................................................................................................. 17
DIRECTORY ................................................................................................................................................ 18

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IMPORTANT INFORMATION
General information
This Offer Document has been prepared by PIL in connection with a pro-rata 3 for 1 renounceable rights
issue of Shares. The Offer is made to Eligible Shareholders in New Zealand under the exclusion in clause
19 of Schedule 1 of the Financial Markets Conducts Act 2013 (FMCA). This Offer Document is not a
product disclosure statement for the purposes of the FMCA and does not contain all of the information
that an investor would find in such a document or which may be required in order to make an informed
investment decision about the Offer or PIL.

Additional information available under NZX continuous disclosure obligations
PIL is subject to continuous disclosure obligations under the Listing Rules. Market releases by PIL,
including its unaudited results announcement for the half year ended 30 June 2018, are available at
www.nzx.com under the ticker code PIL.

PIL may, during the Offer, make additional releases to NZX. No release by PIL to NZX will permit an
Applicant to withdraw any previously submitted application without PIL’s prior consent. The market
price of Shares may increase or decrease between the date of this Offer Document and the date of
allotment of New Shares. Any changes in the market price of Shares will not affect the Issue Price, and
the market price of New Shares following allotment may be higher or lower than the Issue Price.

No guarantees
Nothing contained in this Offer Document should be construed as a promise of profitability or of
investment returns in respect of PIL. No person named in this Offer Document (including PIL or any of
its directors, officers, employees or any other person) nor any other person gives any guarantee, promise
or warranty as to the future performance of PIL or the future value of its share price in New Zealand or
the return of capital or payment of any distributions in relation to Shares.

Withdrawal
PIL reserves the right to withdraw all or any part of the Offer at any time prior to the Allotment Date at
its absolute discretion.

Offering restrictions
This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders
(including, for the avoidance of doubt, to shareholders who are not in the United States and that are not
acting for the account or benefit of a person in the United States). This Offer Document does not
constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would
not be lawful to make such an offer, advertisement or invitation.

This Offer Document may not be sent or given to any person outside New Zealand in circumstances in
which the Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer
Document (including an electronic copy) outside New Zealand may be restricted by law. In particular,
this Offer Document may not be distributed to any person, and the New Shares may not be offered or
sold in any country outside New Zealand except to the extent permitted below or as PIL may otherwise
determine in compliance with applicable laws. Further details on the offering restrictions that apply are
set out in the section of this Offer Document headed “Terms of the Offer”.

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If you come into possession of this Offer Document, you should observe any such restrictions. Any failure
to comply with such restrictions may contravene applicable securities law. PIL disclaims all liability to
such persons.

Dividend policy
The payment of dividends is at the discretion of the Board. The Board has no present intention to pay a
dividend. This policy may change from time to time at the discretion of the Board as and when funds
permit. The New Shares allotted from this Offer will participate alongside Existing Shares in any
dividends declared by PIL subsequent to allotment of the New Shares.

Decision to participate in the Offer
The information in this Offer Document does not constitute a recommendation to acquire New Shares
nor does it amount to financial product advice. This Offer Document has been prepared without taking
into account the particular needs or circumstances of any Applicant or investor, including their
investment objectives, financial and/or tax position.

Privacy
Any personal information provided by Eligible Shareholders on their Entitlement and Acceptance Form
will be held by PIL and/or the Registrar at the addresses set out in the Directory. This information will
be used for the purposes of administering your investment in PIL. This information will only be disclosed
to third parties with your consent or if otherwise required by law. Under the Privacy Act 1993, you have
the right to access and correct any personal information held about you.

Enquiries
Enquiries about the Offer can be directed to a NZX Primary Market Participant, an Authorised Financial
Adviser, or your solicitor, accountant or other professional adviser. If you have any questions about the
number of New Shares to which you are entitled, or how to complete the Entitlement and Acceptance
Form, please contact the Registrar (as shown in the Directory).

Definitions
Capitalised terms used in this Offer Document have the specific meaning given to them in the Glossary
at the end of this Offer Document. All references to time are to time in New Zealand; similarly all
references to currency are to New Zealand dollars unless otherwise expressly provided.

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CHAIRMAN’S LETTER

Dear Shareholder

This year has been particularly trying for the company. The year started well, despite increased
competition from up to four other producers. On 15 February 2018 Medsafe, a division of the New
Zealand Ministry of Health, issued an Alert warning that Arthrem may cause liver damage. The company
disputed the basis for this view, particularly as it applied to Arthrem. The company’s records show that
at a time when sales of Arthrem were declining due to the impact of at least three competitive products,
the number of reported adverse reactions increased.
It is the company’s view that the promotion by competitors of a single 300mg capsule of Artemisia was
the primary cause of the increase in reported adverse reactions. The recommended dose for Arthrem is
one 150mg capsule, morning and night. We have made this point to Medsafe.
The impact of the Medsafe Alert and the attendant media coverage was significant, particularly with
respect to New Zealand sales. There was a dramatic reduction in sales in March 2018 and, while there
has been some recovery, it is considerably below levels of previous years. In Australia, the Medsafe Alert
was reported at the time the company was launching Arthrem as a Listed Complementary Medicine
under Australian law. The company was committed to significant adverting commitments that could not
be cancelled and the Alert had a major impact on the effectiveness of the launch.
Similarly, the New Zealand launch of Artevite, the canine joint support product, was also affected
adversely by the Medsafe Alert. The cumulative impact of these outcomes was a significantly reduced
level of sales in the first half of the year and an increased trading loss.
Response to the Medsafe Alert
Immediately following the Medsafe Alert the company engaged with Medsafe to determine what
remedial action might be required to reduce the potential for adverse reactions. Labelling of the
Arthrem bottles was upgraded, more detailed in-store material was printed and enhanced training was
given to pharmacy staff in both Australia and New Zealand. The intention was to highlight that people
who had any history of a liver condition should not take Arthrem and any person taking Arthrem who
developed any type of adverse reaction should stop taking it immediately. This strategy appears to be
working as there have been no new reported adverse reactions other than three cases of elevated liver
enzyme readings. Elevated liver enzyme readings are not uncommon and can be caused by any number
of factors.
The response from the pharmacy sector has been very positive and many people are still buying Arthrem
and experiencing a benefit from taking it. While New Zealand sales are steady they have not recovered
to pre-Alert levels. Australian sales are growing slowly as the number of pharmacies stocking Arthrem
increases. Arthrem is now stocked by about 900 pharmacies across Australia and approximately 1,000
pharmacies in New Zealand.
In order to conserve cash, promotional expenditure was cancelled as the directors determined the best
course of action in response to the Medsafe Alert.

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Sales of both Arthrem and Artevite have been slow due to the lack of promotional spending other than
pharmacy chain promotions and instore sales support.
Funding
In January 2018 the company raised $955,000 from a placement of Shares. This funding enables the
company to withstand the initial fallout from the Medsafe Alert as income from product sales declined
significantly. More recently the company has received financial support from its largest shareholder,
being Thomas David Brankin and Michael John Kirwan Lay as trustees of the the Brankin Family Interest
Trust (the Brankin Trust), associated with director Tom Brankin. The details of the funding support from
the Brankin Trust were provided to Shareholders in the material provided in support of the resolutions
passed at the special meeting of shareholders held on 4 December 2018.
On behalf of all Shareholders I wish to record the board’s appreciation to Mr Brankin for his support of
the company through what has been one of the most difficult periods in its history. The provision of an
underwriting of $1.05 million and the right to take up a further $250,000 worth of shares is a vote of
confidence by Mr Brankin and his interests.
Shareholders may ask why the issue price for the new shares is at an 80% discount on the current market
price. It is the view of the Board that this figure represents the net current value of the company’s assets
on a going concern basis. All Shareholders have to right to participate on a pro rata basis in the Offer to
maintain their proportional shareholding.
Where to from here?
The cash raised in this Offer will be used to repay short term debt, primarily from the Brankin Trust,
and provide working capital. At the date of this Offer Document, PIL owes the Brankin Trust
approximately $1.6 million (in aggregate). This debt will be reduced by approximately $800,000 by
being offset against the Underwriting Agreement obligation (discussed further below) or repaid if the
underwriting is not called on to a sufficient extent. PIL will continue to owe to the Brankin Trust
approximately $800,000 following this Offer. All surplus amounts raised through the Rights Issue will
provide PIL with much needed working capital and the Underwriting Agreement ensures that at least
$250,000 in new working capital will be raised. The working capital will be used to support the release
of two new products in early 2019. A third product is in the early stages of evaluation and costing.

The company has significant stocks of Artevite and intends to use that stock to encourage buyer sampling
of the product. If the product produces benefits for the animal then the owner is likely to become a
regular purchaser.
An unexpected outcome from the reduced level of sales has been the deferral for at least two/three
years of the need to grow Artemisia and undertake another extraction run. The previously projected
costs of these two activities in 2019 was approximately $1 million and this will no longer be necessary,
based on current forecasts. The company has significant stocks of dried leaf either in New Zealand or
being shipped here from Tanzania. The stock of extract is also sufficient for our forecast requirements
for at least the next 12-18 months.

The Offer

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On behalf of the Board of PIL, we are pleased to invite Eligible Shareholders to participate in this Offer
of New Shares via a renounceable Rights issue. PIL intends to raise approximately $1,670,000 in
additional capital to help fund its growth.

Under this Offer, Eligible Shareholders are entitled (but not obliged) to subscribe for 3 New Shares for
every 1 existing Share held by the Eligible Shareholder as at the Record Date (5.00pm on 4 December
2018), at an Issue Price of $0.001 per New Share. Your Rights under the offer are renounceable however
PIL is not seeking quotation of the Rights on the NZX Main Board market. This means that, if you are an
Eligible Shareholder, you may take the following actions:

• Take up all or some of your Rights; OR
• If you can locate a willing purchaser, sell all or some of your rights by private transfer; OR
• Take up some of your Rights and sell all or some of the balance; OR
• Do nothing and your Rights will lapse.

If you do nothing with your Rights, you will be unable to subscribe for any additional Shares if there is a
Shortfall under the offer.

Underwriting and Oversubscription Facility

A portion of the Offer is underwritten by the Brankin Trust. Pursuant to the Underwriting Agreement
the Brankin Trust has committed to take up $1.05 million of New Shares from the Shortfall at the Issue
Price. The Brankin Trust also has the discretion to acquire up to a further $250,000 of New Shares from
the Shortfall at the Issue Price and may therefore acquire up to $1.3 million of New Shares in aggregate.

In the first instance the Shortfall will be offered to the Brankin Trust to fulfil the Underwriting Agreement
discussed above. If there is any residual Shortfall, then the New Shares comprising it will be available to
Eligible Shareholders in the Oversubscription Facility. You may apply for additional New Shares in excess
of your entitlement from the Oversubscription Facility but they will be subject to availability. If New
Shares applied for in the Oversubscription Facility exceed the number of Shortfall shares available then
all applications within the Oversubscription Facility will be scaled on a pro rata basis.

This Offer Document sets out important information about the Offer and the terms and conditions.
Before making your investment decision, PIL encourages you to read the Offer Document in full. If you
are in doubt as to what you should do, you should consult your financial or other professional adviser or
an NZX Primary Market Participant.

The Offer is due to close at 5.00pm on Monday 24 December 2018.

The directors thank you for your continued support of Promisia Integrative Limited.

Yours faithfully


Stephen Underwood
Chairman

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IMPORTANT ELEMENTS OF THE OFFER
WARNING – HIGH RISK INVESTMENT
Shareholders are cautioned that an investment in this Offer involves a high risk of the loss of your
investment. PIL has two material uncertainties facing its business:

 Cash Position: While the assured funding under this Offer from the Underwriting Agreement
($1,050,000) will stabilise the financial position of the business and result in positive equity on
the balance sheet, the cash position of PIL post-Offer is unknown and uncertain. The
Underwriting Agreement assures PIL of $250,000 of net cash proceeds (after debt repayments).
If there is a Shortfall and the Undertaker exercises its discretion to acquire up to a further
$250,000 of New Shares from the Shortfall then PIL will have up to $500,000 of net cash
proceeds (after debt repayments). The sufficiency of the cash position of PIL to cover continuing
losses and for what duration is unknown. PIL’s cash position will depend on the level of support
for the Offer from Eligible Shareholders, continuing sales of PIL’s existing products and the
success of sales from new product sales (as discussed in the Chairman’s Letter). In addition, it
will depend on how PIL can contain expenses.

 Regulatory: As has been advised to the market PIL is in continuing discussions with MedSafe
regarding its Arthrem product and its status as a therapeutic product. These discussions are
continuing and if PIL’s position is not accepted, it could result in Arthrem being withdrawn from
sale in New Zealand.

PIL is subject to the continuous disclosure requirements of the NZX Main Board and will continue to
update the market on progress against these key risks in accordance with those requirements.

Issuer Promisia Integrative Limited (PIL)
The Offer A pro-rata renounceable rights issue of 3 New Shares for every
1 Existing Share held on the Record Date to Eligible Shareholders
Eligible Shareholders A person that is a shareholder of PIL at the Record Date and has
a registered address in New Zealand.
Rights The right to subscribe for New Shares under the Offer. Eligible
Shareholders have an Entitlement to subscribe for 3 New Shares
for every 1 Existing Share held by them on the Record Date.
Eligible Shareholders may take up some, all or none of their
Rights, or sell all or part of their Rights by way of private transfer.
Issue Price $0.001 (one tenth of a cent) per New Share
Offer Size The maximum amount to be raised under the Offer is
$1,670,126.91. In the event of excess demand for New Shares,
PIL may undertake placements of New Shares at the Issue Price
in accordance with the Listing Rules and applicable law,
following the Closing Date.
Underwriting



The Underwriter has underwritten the Offer under the
Underwriting Agreement. Under the Underwriting Agreement
$1.05 million of the Offer is underwritten at the Issue Price and
the Underwriter may also subscribe, at its discretion, for a
further $250,000 of New Shares at the Issue Price. The

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Underwriting Agreement will be applied first to any Shortfall and
only if any Shortfall remains following that, will New Shares be
made available to Applicants who elect to participate in the
Oversubscription Facility.
Oversubscription Facility An Eligible Shareholder may apply for more than their
Entitlement at the Issue Price by participating in the
Oversubscription Facility which is comprised of:
 New Shares for which Rights are not taken up by Eligible
Shareholders, less
 all New Shares issued under the Underwriting
Agreement (up to $1,300,000 of New Shares).
If demand for New Shares in the Oversubscription Facility
exceeds availability, Applicants participating in the
Oversubscription Facility will be subject to scaling on a pro rata
basis (in proportion to the their shareholding as at the Record
Date).
New Shares Ordinary shares in PIL of the same class as, and that rank equally
with, Existing Shares on the Allotment Date.
Shares currently on issue 556,708,971 Shares quoted on the NZX Main Board
Maximum number of New
Shares being offered
Up to 1,670,126,913 New Shares
Maximum number of Shares
on completion of the Offer
2,226,835,884 Shares
How to apply Applications must be made by completing the enclosed
Entitlement and Acceptance Form and returning it to the
Registrar together with payment in New Zealand dollars. See
“Actions to be taken by Eligible Shareholders” later in this Offer
Document.
If PIL receives, on or before the Closing Date, both an acceptance
and a renunciation by an Eligible Shareholder in respect of the
same Rights, effect will be given to the renunciation in priority
to the acceptance.

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IMPORTANT DATES
Record Date for determining entitlements 5:00pm Tuesday, 4 December 2018
Letters of entitlement sent to Eligible Shareholders Wednesday, 5 December 2018
Opening Date for the Offer Thursday, 6 December 2018
Closing Date for the Offer (last day for receipt of a
renunciation or the completed Entitlement and
Acceptance Form with payment)
Monday, 24 December 2018
Allotment and issue of New Shares under the Offer,
the Underwriting Agreement and the
Oversubscription Facility
By Monday, 31 December 2018
Expected date for the quotation of New Shares issued
under the Offer
By Monday, 31 December 2018

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ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS
Available actions
If you are an Eligible Shareholder, accompanying this Offer Document is an Entitlement and Acceptance
Form showing the number of Rights to subscribe for New Shares that you are entitled to under the Offer.
You may take one of the following actions in respect of your Rights:
• accept all or part of your Rights;
 if you can find a willing purchaser, sell all or part of your Rights by private transfer;
 accept part of your Rights and, if you can find a willing purchaser, sell all or part of the remaining
balance by private transfer;
 accept all of your Rights and apply for additional New Shares; or
 do nothing with all or part of your Rights.

Important
If you do nothing with your Rights before the Closing Date, they will lapse and you will not be able to
subscribe for any New Shares under the Offer or realise any other value for your Rights. The Offer is pro-
rata. If you take up all of your Rights your percentage shareholding in PIL will not reduce but if you do
not take up all your Rights, your percentage shareholding will reduce following the completion of the
Offer. For example, if you hold 10,000 shares on the Record Date, you will have 30,000 Rights. If you
decide not to take up any of your Rights, and the maximum number of New Shares offered are issued,
your percentage interest in PIL will reduce by 70%.

Set out below is an evaluation of the two extreme outcomes, being the maximum and minimum number
of shares that could be issued, and how that impacts on a hypothetical shareholder’s shareholding.

(a) If the maximum number of shares are issued under the Rights Issue:

Under this outcome it is assumed that all 1,670,126,913 New Shares are issued under the Rights Issue.
This outcome could arise through all shareholders participating in the Rights Issue on a pro rata basis
(thereby retaining their current percentage shareholdings in the Company) or through sufficient
shareholders participating so that all shortfall shares from the Rights Issue are issued under the
Underwriting Agreement.

The table below summarises the dilution effect of the Rights Issue using a hypothetical shareholder that
currently holds 28,000,000 shares in the Company and either takes up their full entitlement under the
Rights Issue or does not take up their entitlement at all with the maximum number of shares issued by
the Company:

Shareholder
action
Current Shares Current
shareholding
percentage
Shares held
following the
Allotment Date
Shareholding
percentage
following the
Allotment Date
Take up full
entitlement
28,000,000 5.03% 112,000,000 5.03%
Not take up any
entitlement
28,000,000 5.03% 28,000,000 1.26%

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(b) If the minimum number of shares are issued under the Rights Issue:

Under this outcome it is assumed that the only shareholder participating in the Rights Issue is the Brankin
Trust through the Underwriting Agreement and the Brankin Trust invests the maximum amount
proposed of $1,300,000, resulting in 1,300,000,000 new shares being issued.

The table below summarises the dilution effect of the Rights Issue using a hypothetical shareholder who
currently holds 28,000,000 shares in the Company and either takes up their full entitlement under the
Rights Issue (i.e. is the sole participant in the Rights Issue along with Brankin Trust) or does not take up
their entitlement at all with the minimum number of shares issued by the Company:

Shareholder
action
Current Shares Current
shareholding
percentage
Shares held
following the
Allotment Date
Shareholding
percentage
following the
Allotment Date
Take up full
entitlement
28,000,000 5.03% 112,000,000 5.77%
Not take up any
entitlement
28,000,000 5.03% 28,000,000 1.51%


Accepting your Entitlement
Eligible Shareholders who wish to accept all or part of their Rights should return their completed
Entitlement and Acceptance Form to the Registrar, along with payment of the Issue Price in full, by no
later than 5pm on the Closing Date in accordance with the instructions set out in the Entitlement and
Acceptance Form.

There is no minimum number of New Shares that must be subscribed for under the Offer. Applicants
will not be treated as having offered to purchase a greater number of New Shares than the number for
which payment is made.

Oversubscription Facility
Applicants may apply for New Shares in excess of the Rights that they hold by completing the box
labelled “Oversubscription Facility” on the Entitlement and Acceptance Form. Subscriptions for New
Shares from the Oversubscription Facility must be paid for in full at the time of application.

In the first instance, the Shortfall will be offered to the Underwriter to fulfil the Underwriting Agreement.
If there is any residual Shortfall, then the New Shares comprising it will be available to Eligible
Shareholders in the Oversubscription Facility. If the total number of additional New Shares applied for
by Applicants in the Oversubscription Facility exceeds the number of residual Shortfall Shares available
then all Oversubscription Facility applications will be subject to scaling on a pro-rata basis (with
reference to the shareholdings of the participating Eligible Shareholders as at the Record Date).

Interest earned on the Application Monies will be for the benefit, and remain the property, of PIL and
will be retained by PIL whether or not the allotment of New Shares takes place (including on any scaling

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of the Oversubscription Facility). Any refunds of Application Monies will be made within 5 Business Days
of allotment of the New Shares, or, if a decision is made not to proceed with the Offer, within 5 Business
Days of the date of that decision.

Selling your Entitlement
The Rights are renounceable meaning that Eligible Shareholders who do not wish to subscribe for New
Shares may sell or otherwise transfer all or any part of their Entitlement. Full details of how to renounce
your Rights are set out on the Entitlement and Acceptance Form.

If you wish to sell all or part of your Rights, you must find a willing purchaser that is eligible to participate
in the Offer in compliance with all applicable laws and sell all or part of your Rights by way of private
transfer. Rights will not be quoted on the NZX Main Board and cannot be traded on the NZX Main Board.

If you wish to sell (renounce) your Rights by way of private transfer, you must complete the section titled
“Security Renunciation / Security Transfer Form” in the Entitlement and Acceptance Form in accordance
with the instructions on that form and forward it to the buyer of your Rights for completion by them.
They must then return the Entitlement and Acceptance Form to the registrar together with Application
Monies by no later than 5pm on the Closing Date. The Registrar’s details for the return of the Entitlement
and Acceptance Form are set out in the Directory in this Offer Document

Accepting part of your Entitlement and selling the balance
There is no minimum number of New Shares that you must subscribe for under the Offer. You may
accept as many or as few of your Rights as you wish. If you wish to accept part of your Rights and sell
the balance, you should:

• find a willing purchaser that is eligible to participate in the Offer in compliance with all applicable
laws;
• indicate the number of New Shares you wish to accept in the Entitlement and Acceptance Form;
• arrange for the buyer to complete the section titled “Security Renunciation / Security Transfer
Form” in the Entitlement and Acceptance Form; and
• ensure that you send the completed Entitlement and Acceptance Form, together with payment
for the number of New Shares applied for by you and the buyer, to the Registrar by no later than
5pm on the Closing Date.

If PIL receives, on or before the Closing Date, both an acceptance and a renunciation by an Eligible
Shareholder in respect of the same Rights, effect will be given to the renunciation in priority to the
acceptance.

Payment instructions
Payment instructions are provided under the heading “Application Instructions” on the Entitlement and
Acceptance Form. Payment can only be made by Direct Debit or Cheque. Please choose only one
payment option.

Option 1: If you choose the direct debit option you or the buyer must complete the bank account
nominated on the Entitlement and Acceptance Form, for the amount applied for on the Entitlement and

9547635_1 14
Acceptance Form. The bank account must be with a New Zealand registered bank. You cannot specify a
direct debit date and you must ensure that:

• the bank account details supplied are correct;
• the application funds in the bank account for direct debit are available on the day the Registrar
will receive the Entitlement and Acceptance Form;
• the person(s) giving the direct debit instruction has/have the authority to operate the account
solely/jointly; and
• the bank account you nominate is a transactional account eligible for direct debit transactions.
If you are uncertain you should contact your bank.

You must sign the Entitlement and Acceptance Form as this is required as authorisation by the banks
for the Registrar to process the direct debit. Should your direct debit fail, your acceptance will be
rejected. If requested, a direct debit authority form will be provided to you by the Registrar. Refer to the
contact details on the Entitlement and Acceptance Form.

Option 2: Via a cheque drawn from a New Zealand registered bank and made out in New Zealand dollars.
Cheques must be made payable to “Promisia Integrative Limited Rights Offer”, crossed “Not
Transferable” and must not be post-dated as cheques will be banked on the day of receipt. If your
cheque is dishonoured PIL may cancel your allotment of Shares and pursue any other remedies available
to it at law.

Enquiries
If you have any queries about the number of Rights shown on the Entitlement and Acceptance Form
which accompanies this Offer Document, or how to complete the Entitlement and Acceptance Form,
please contact the Registrar at the address in the Directory at the end of this Offer Document.

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TERMS OF THE OFFER
1. The Offer
1.1 The Offer is an offer of New Shares in PIL to Eligible Shareholders under a pro-rata
renounceable rights issue. Under the Offer, Eligible Shareholders are entitled to subscribe
for 3 New Shares for every 1 Existing Share held at 5pm on the Record Date. Any fractional
Entitlements will be rounded down to the nearest whole number.
1.2 The New Shares will be of the same class as, and rank equally with, the Existing Shares which
are quoted on the NZX Main Board. It is a term of the Offer that PIL will take any necessary
steps to ensure that the New Shares are, immediately after the allotment, quoted.
1.3 The maximum number of New Shares being offered under the Offer is 1,670,126,913.

2. Issue Price
2.1 The Issue Price is $0.001 per New Share. Payment for the New Shares must be paid in full
on application, with a completed Entitlement and Acceptance Form delivered to the
Registrar in accordance with the instructions set out in the Entitlement and Acceptance
Form. PIL may (at its discretion) accept late applications and payment for such, but has no
obligation to do so. PIL may accept or reject (at its discretion) any Entitlement and
Acceptance Form which it considers has not been completed correctly, and may correct any
errors or omissions on any Entitlement and Acceptance Form.
2.2 If an Eligible Shareholder does not renounce its Rights and does not apply for any New
Shares and pay the associated Application Monies by the Closing Date, then its Rights will
lapse and no value for those Rights will be realised.
2.3 Application Monies received will be held in a trust account with the Registrar until the
corresponding New Shares are allotted or, if for whatever reason allotment does not occur,
until the Application Monies are refunded. Interest earned on the Application Monies will
be for the benefit, and remain the property, of PIL and will be retained by PIL whether or
not the allotment of New Shares takes place.
2.4 Any refunds of Application Monies will be made within 5 Business Days of allotment of the
New Shares, or, if a decision is made not to proceed with the Offer, within 5 Business Days
of the date of that decision.

3. Eligibility
3.1 The Offer is only open to Eligible Shareholders or persons that PIL is satisfied can otherwise
participate in the Offer in compliance with all applicable laws.
3.2 PIL considers that the legal requirements of jurisdictions other than New Zealand are such
that it would be unduly onerous for PIL to make the Offer in those jurisdictions. This decision
was made having regard to the small number of shareholders in such overseas jurisdictions,
the financial resources of PIL and the costs of complying with overseas legal requirements.

4. Opening and Closing Dates
4.1 The Offer will open on the Opening Date. The last day for receipt of a renunciation or the
completed Acceptance and Entitlement Form with payment is 5:00pm on the Closing Date,
subject to PIL varying those dates in accordance with the Listing Rules.

5. Oversubscription Facility
5.1 Any New Shares in respect of which Rights are not taken up will form the Shortfall and will
be available first, for subscription by the Underwriter and second, to Applicants under the
Oversubscription Facility. Accordingly Applicants may apply for an additional number of
New Shares in excess of the Rights they hold subject to the resulting availability.
5.2 If Oversubscription Facility applications exceed the amount of the Shortfall (after application
of the Underwriting Agreement) then such applications will be satisfied on a pro-rata basis

9547635_1 16
(calculated based on the proportion of Existing Shares held by each Applicant to the
Oversubscription Facility as at the Record Date) up to the total number of New Shares
comprising the Oversubscription Facility.
5.3 Applications for additional New Shares under the Oversubscription Facility must be satisfied
in cash, and will be accepted (in full or in part) or rejected at the Board’s discretion and
subject to any applicable laws.

6. Allotment of New Shares
6.1 New Shares issued under the Offer are expected to be allotted on or before the Allotment
Date. Transaction statements confirming the allotment of New Shares will be issued and
mailed promptly following allotment occurring.

7. Terms and ranking of New Shares
7.1 New Shares allotted and issued will be fully paid and will be the same class as, and rank
equally in all respects with, Existing Shares that are quoted on the NZX Main Board on the
Allotment Date. They will give the holder the right to one vote on a resolution at a meeting
of shareholders (subject to any restrictions in PIL’s constitution or the Listing Rules), the
rights to dividends authorised by the Board and the right to a proportionate share in any
distribution of surplus assets of PIL on any liquidation.

8. Rights
8.1 If you are an Eligible Shareholder you may subscribe for all or a proportion of your New
Shares under your Entitlement, sell your Entitlement by way of private transfer to a willing
and eligible purchaser or allow your Entitlement to lapse. See further details in the section
of this Offer Document headed “Actions to be taken by Eligible Shareholders”.
8.2 The Rights will not be quoted on the NZX Main Board and cannot be traded on market.

9. Minimum Amount to be Raised
9.1 There is no minimum amount that must be raised for the Offer to proceed.


10. Financial Statements
10.1 The latest available audited financial statements for PIL are the audited financial statements
for the year ending 31 December 2017. These financial statements were prepared in
compliance with the Financial Reporting Act 2013, were announced to NZX on 28 March
2018 in accordance with the Listing Rules and are also available on the Companies Office
website: http://www.business.govt.nz/companies/.
10.2 PIL’s unaudited financial statements for the six months ended 30 June 2018 were
announced to NZX on 24 August 2018 and are available at
https://www.nzx.com/companies/PIL/announcements.

11. Access to Information and Statements
11.1 A copy of the information referred to above and financial statements referred to above are
available from the NZX website, the public register of the Companies Office
(www.companies.govt.nz) and PIL’s website (http://www.promisia.com/) or can be
provided on request, free of charge, by applying in writing to PIL’s Registered Office, details
of which are set out in the Directory at the end of this Offer Document.

12. Governing Law
12.1 This Offer Document, the Offer and any contract resulting from it are governed by the laws
of New Zealand, and each Applicant submits to the exclusive jurisdiction of the courts of
New Zealand.

9547635_1 17
GLOSSARY
Applicant A person holding Rights whose application for New Shares,
together with payment for those New Shares, has been
received by the Registrar on or before the Closing Date.
Allotment Date Subject to the terms of this Offer, means on or before 31
December 2018.
Application Monies Money received by PIL from Applicants who have applied for
New Shares under the Offer.
Board The board of directors of PIL.
Business Day The meaning given to that term in the Listing Rules.
Cleansing Notice The cleansing notice issued by PIL as part of the Offer as
required under the exclusion in clause 19 of Schedule 1 of the
FMCA.
Closing Date 5:00pm Monday, 24 December 2018.
Eligible Shareholder A Shareholder, as at 5:00pm (NZ time) on the Record Date,
with a registered address in New Zealand.
Entitlement and Acceptance
Form
The personalised entitlement and acceptance form enclosed
in this Offer Document for Eligible Shareholders.
Entitlement The number of Rights to which Eligible Shareholders are
entitled.
Existing Shares Shares on issue on the Record Date.
FMCA The Financial Markets Conduct Act 2013.
Ineligible Shareholders Shareholders of PIL who are not Eligible Shareholders.
Issue Price $0.001 (one tenth of a cent) per New Share.
Listing Rules The listing rules of the NZX Main Board, as amended from
time to time and for so long as PIL is listed on the NZX Main
Board.
New Share One ordinary share in PIL offered under the Offer of the same
class as, and ranking equally in all respects with the Existing
Shares at the Allotment Date.
NZX NZX Limited, a licensed market operator under the FMCA.
NZX Main Board The NZX Main Board market operated by NZX.
NZX Primary Market Participant Any company, firm, organisation, or corporation designated or
approved as a primary market participant from time to time
by NZX.
Offer The renounceable rights offer for Eligible Shareholders as set
out in this Offer Document.
Offer Document This document.
Opening Date 6 December 2018.

9547635_1 18
Oversubscription Facility The oversubscription facility comprised of all Rights not taken
up by Eligible Shareholders on the terms described in this
Offer Document.
PIL Promisia Integrative Limited.
Record Date 5:00pm 4 December 2018.
Registrar Link Market Services Limited.
Right The renounceable right to subscribe for 3 New Shares for
every 1 Existing Share held on the Record Date at the Issue
Price.
Share One ordinary share in PIL.
Shareholder A registered holder of Shares on issue.
Shortfall The number of New Shares not taken up not taken up by
Eligible Shareholders through their Rights.
Underwriter T D Brankin and M J Lay as trustees of the Brankin Family
Interest Trust.
Underwriting Agreement The agreement entered into between PIL and the Underwriter
on or about 23 November 2018.

DIRECTORY
Enquiries
Enquiries about this offer should directed to an NZX Primary Market Participant or your financial or legal
adviser

Registrar
Link Market Services Limited
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
PO Box 91976
Auckland 1142
Telephone +64 9 375 5998
Fax +64 9 375 5990
Email: applications@linkmarketservices.co.nz

Registered Office
171 Featherston Street
Level 15
Wellington, 6011
Telephone: + 64 4 894 8524
Website: http://www.promisia.com/

Directors
Stephen Underwood, Chairman
Thomas Brankin
Duncan Priest
Helen Down

Key Management
Rene de Wit, Chief Executive
Stacey Neale, Marketing Manager
Liam Harker, Product Development Manager

Solicitors
Duncan Cotterill
Level 2, Chartered Accountants House
50 Customhouse Quay
Wellington 6011