BLT Notice of Annual Meeting and Proxy Form 2019

Blis
Technologies
Limited
Notice of Annual Meeting
Notice is hereby given that the annual meeting of shareholders
of Blis Technologies Limited (Company) will be held at the Edgar
Centre, 116 Portsmouth Drive, Dunedin on Friday 26 July 2019 at
11:00am (registrations will open at 10:30am).

Business
The business of the meeting will be:
1. Chairperson's Address
Tony Offen
2. Chief Executive Officer's Address
Brian Watson
3. Re-election of Mr Anthony Offen as a director (Resolution 1)
To consider, and if thought fit, to re-elect Mr Anthony Offen as
a director of the Company by passing the following Ordinary
Resolution:
“That Mr Antony Offen be re-elected as
a director of the Company.”
See Explanatory Notes
4. Election of Dr Alison Stewart as a director (Resolution 2)
To consider, and if thought fit, to elect Dr Alison Stewart as a director
of the Company by passing the following Ordinary Resolution:
“That Dr Alison Stewart be elected as
a director of the Company.”
See Explanatory Notes
5. Auditors (Resolution 3)
To record that Deloitte are reappointed as auditors of the Company
in accordance with section 207T of the Companies Act 1993
and if thought fit, to pass the following Ordinary Resolution:
“That the Directors be authorised to fix the
remuneration of the auditors for the ensuing year.”
6. Constitution (Resolution 4)
To consider, and if thought fit, to amend the existing constitution
of the Company by passing the following Special Resolution:
"That the constitution of the Company be amended
in the form and manner described in the Explanatory
Notes, with effect from the close of this meeting."
See Explanatory Notes
7. Other business
To consider any other ordinary business which may
properly be brought before the meeting.
Proxies
All shareholders are entitled to attend and vote at the meeting or to
appoint a proxy to attend and vote in their place.
A proxy need not be a shareholder of the Company. Enclosed with
this notice of meeting is a proxy/corporate representative form.
For the appointment of a proxy to be valid, the form must be
lodged at Blis Technologies Limited’s Share Registry, Link Market
Services, by any of the methods specified on the proxy form, to
be received no later than 48 hours before the start of the meeting
(that is, by 11:00am on Wednesday 24 July 2019). Postal voting is
not permitted.
Corporate Representatives
A corporation which is a shareholder may appoint a person to
attend the meeting on its behalf in the same manner as that in which
it could appoint a proxy. The form to appoint a proxy/corporate
representative must be signed on behalf of the corporation by a
person acting under the corporation’s express or implied authority.
Requisite majorities and voting
Resolutions 1, 2 and 3 are ordinary resolutions (Ordinary
Resolutions). In order for them to be passed, they require the
affirmative vote of a simple majority of more than 50% of the votes
cast by those entitled to vote and who vote in person or by proxy.
Resolution 4 is a special resolution (Special Resolution). In order
for it to be passed, it requires the affirmative vote by 75% or more
of the votes cast by those entitled to vote and who vote in person or
by proxy.
By order of the Board of Directors
Blis Technologies Limited
Notice of Annual Meeting
Tony Offen
Chair
27th of June 2019

In these explanatory notes, references to ‘Listing Rules’ are to the
NZX Main Board Listing Rules.
1. ROTATION OF DIRECTORS
1.1 The Listing Rules state that Directors must not hold office
(without re-election) past the third annual meeting following the
Director's appointment, or three years, whichever is longer. In
addition, under the current constitution of the Company, at least
one third of the Directors or the number nearest to one third, are
required to retire from office at the Annual Meeting each year. The
Directors required to retire are those who have been longest in
office since they were last elected.
1.2 Accordingly, Mr Anthony Offen and Ms Veronica Aris both retire
by rotation.
1.3 Mr Offen, being eligible, offers himself for re-election. Further
details in respect of Mr Offen are set out below. These are also be
available on the Blis Technologies website www.blis.co.nz.
1.4 Ms Aris has announced her intention to step down at the
Annual Meeting and is therefore not offering herself for re-election.
1.5 The Board wishes to thank Ms Aris for her service to the
Company.
RESOLUTION 1 (BUSINESS ITEM 2)
Re-election of Mr Anthony (Tony) Offen
1.6 Tony is Dunedin based and has been a
Director and shareholder of the Company
since May 2009. He was appointed Board
Chair in August 2017 and has previously
served as Deputy Chair and Chair of the
Audit Committee. Through his Dunedin-based
investment company, Tony has been a director
and shareholder of private companies involved in commercial
property, FMCG business sectors nationally and internationally
and with investment interests requiring venture and start-up
capital. Tony holds professional memberships with the Chartered
Accountants Australia and New Zealand and is a Chartered Member
of the Institute of Directors. He is an elected member of the
National Council for the Neurological Foundation of NZ and has
served as the Council Deputy Chair and Chair of its Audit and Risk
Management Committee. Tony is also an independent member of
the Governance Board of Brain Research New Zealand, Centre of
Research Excellence (CoRE) and holds a B.Com. (Accounting) and
B.A. (Philosophy) from University of Otago.
1.7 The Board considers that Mr Offen is an independent director
for the purposes of the Listing Rules and supports his re-election as
a director.
2. RESOLUTION 2 (BUSINESS ITEM 3)
Election of Dr Alison Stewart
2.1 Dr Alison Stewart was identified
through the search process as providing
a mix of capabilities being sought and
the Board fully supports the election of
Dr Stewart. Dr Stewart was appointed by
the Board in accordance with clause 13.2 of
the Constitution.
2.2 Under the Listing Rules, any Director appointed by the Board
during the year shall hold office until the commencement of the
next annual meeting, when they will cease to hold office and, being
eligible, may put themselves forward for election at that meeting.
2.3 Accordingly, Dr Stewart ceases to hold office at the Meeting and
offers himself for election by shareholders.
2.4 Further details in respect of Dr Stewart are set out below.
These will also be available on the Blis Technologies website:
www.blis.co.nz
Dr Alison Stewart
2.5 Dr Stewart is Christchurch based and was appointed to the
Board in August 2018. She brings to the board governance and
commercial research and development experience within the
international biotechnology industry. Alison has held key executive
leadership roles in New Zealand and US corporates and understands
the drivers for successful commercialisation of research. Alison is
an experienced research and innovation leader with expertise in
microbe-based product development, patents, IP protection, new
product pipeline and development of strategic partnerships with
large international corporations. Alison is a Distinguished Emeritus
Professor at Lincoln University, NZ and was elected a Companion of
the NZ Order of Merit in 2011 for her contributions to biology.
2.6 The Board has determined that Dr Alison Stewart is an
Independent Director for the purposes of the Listing Rules and
supports her election as a director.
3. RESOLUTION 4 (BUSINESS ITEM 5)
Amendment of the constitution of the Company
3.1 On 1 January 2019, NZX Limited introduced new Listing Rules.
On 1 July 2019, the Company will automatically transition to the new
Listing Rules. To comply with the new Listing Rules, the Company
needs to amend its constitution.
3.2 This Special Resolution seeks shareholder approval to amend
the Company's existing constitution with effect from the close of
this meeting.
Explanatory Notes

3.3 A copy of the proposed form of updated constitution is
available for inspection at the Company's registered office,
81 Glasgow Street, South Dunedin, Dunedin, 9012, and on the
Company's website at https://blis.co.nz/pages/charters-policies.
In addition, a schedule summarising the amendments to the
constitution, together with a brief explanation as to the reason
for each proposed amendment, is available on request to Richard
Wingham (by email to richard.wingham@blis.co.nz).
3.4 A summary of the significant changes to the Company's
constitution is set out below:
a) Directors: The rules requiring regular retirement and re-
election of directors have been changed. Under the previous
Listing Rules, one third of the directors, or the number nearest
one third, must retire at the annual meeting in each year, and
are eligible for re-election. The directors required to retire were
those who had been longest in office. Under the new Listing
Rules, a director may not hold office, without being re-elected,
past the third annual meeting after his or her appointment or
re-election, or for three years, whichever is the longer. The
previous Listing Rules provided that executive directors were
not required to retire by rotation. That exception has been
removed. The requirement that the term of appointment
of an executive director not exceed five years has also been
removed. The constitution has been amended where appropriate
to ensure compliance with these updated provisions.
b) Sale of less than a minimum holding: The procedure
allowing for the sale of share parcels of less than a
minimum holding has been amended so as to provide for
those shares to be sold on market rather than through
NZX, or in some other manner approved by NZX.
c) Board composition: The constitution has been amended
to include a minimum number of Directors in compliance
with the updated requirements in the new Listing Rules.
3.5 As well as updating the constitution to reflect the new Listing
Rules, the opportunity has also been taken to simplify the form of
the constitution, and to make additional amendments to reflect
current standard practice.
3.6 If any of the provisions of the updated constitution are
inconsistent with the new Listing Rules (as amended by any waiver
or ruling granted to the Company), the new Listing Rules will prevail.
A copy of the new Listing Rules is available at www.nzx.com.
3.7 The proposed amendments to the Company's constitution
do not impose or remove any restriction on the activities of the
Company, and accordingly no rights arise under section 110 of the
Companies Act 1993.
3.8 The Board unanimously recommends shareholders vote in
favour of amending the constitution as set out in the schedule
attached to this notice.
Physical Address
Blis Technologies Limited
81 Glasgow Street
Dunedin 9012
Postal Address
PO Box 2208
Dunedin 9044
New Zealand
Email
info@blis.co.nz
Telephone
+64 3 474 0988
www.blis.co.nz

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Appointment of proxy
All shareholders are entitled to attend and vote at the meeting
or to appoint a proxy and vote in their place, unless specifically
excluded, 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. If you wish, you may appoint “The
Chairperson of the Meeting” as your proxy or as alternative to your
named proxy. The Chairperson of the Meeting intends to vote all
discretionary proxies in favour of the relevant resolution.
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 this
Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is
appointed as proxy, the Chairperson is deemed to be the proxy for
the purpose of that form, but only to vote to the extent of the voting
instructions provided.
Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please
bring this Proxy Form/Admission Card with you to the Meeting to
assist with your registration.
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 does not need to be a shareholder of
the Company.
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 may be signed by
either, or on behalf of, the joint shareholder (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
received at the office of Link Market Services Limited, in any manner
as per the instructions below
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.
Notice is hereby given that the Annual Meeting of Shareholders of Blis Technologies Limited (the Company) will
be held at the Edgar Centre, 116 Portsmouth Drive, Dunedin on Friday, 26 July 2019, commencing at 11:00am.
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 Blis Technologies Limited’s share registry, Link Market Services, by no later
than 11.00am, Wednesday 24 July 2019.
Proxy Form/Admission Card
for Blis T
echnologies Limited
2019 Annual Meeting
Scan this QR code with
your smartphone, or visit
https://blis.co.nz/vote
to appoint your proxy and
vote online.
Lodge Your Proxy
Mail Use the reply paid
envelope or address to:
Link Market Services
PO Box 91976
Auckland 1142
New Zealand
Deliver
Link Market Services
Level 11, Deloitte Centre
80 Queen Street
Auckland 1010
New Zealand
Online
https://blis.co.nz/vote
Scan & email
meetings@linkmarketservices.co.nz
Fax
+64 9 375 5990
General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Blis Technologies Limited hereby appoint:
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.
STEP 3: SIGN: SIGNATURE OF SECURITY HOLDER(S) This section must be completed
SECURITY HOLDER 1
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
or duly authorised officer or attorneyor duly authorised officer or attorneyor duly authorised officer or attorney
SECURITY HOLDER 2SECURITY HOLDER 3
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Friday 26 July 2019 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 on each
resolution as he/she sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment
thereof.
(full name of proxy)
of
(full address)
(full name of proxy)
of
(full address)
BUSINESS
To consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
1. That Mr Antony Offen be re-elected as a director of the Company.
2. That Dr Alison Stewart be elected as a director of the Company.
3. That the Directors be authorised to fix the remuneration of the
auditors for the ensuing year.
SPECIAL RESOLUTION
4. That the constitution of the Company be amended in the form and
manner described in the Explanatory Notes, with effect from the
close of the meeting.
For Against Abstain Discretion




Tick in box to vote
Proxy/Corporate Representative Form