Truscreen Annual Meeting

9 August 2019



Dear Shareholder,

2019 Annual Meeting of Shareholders
Shareholders are invited to the 2019 Annual Meeting which is scheduled for 27 August 2019.
The details of the Annual Meeting are as follows:
Venue: Link Market Services
Level 11, Deloitte Centre
80 Queen Street, Auckland

Date: Tuesday 27 August 2019
Time: 2.00pm
Refreshments will be served after the meeting.
Accompanying this letter is a Notice of the Annual Meeting and a Proxy Form which must
be lodged at lease 48 hours before the meeting.
Please note that this meeting is restricted to registered shareholders and/or proxy holders.

Yours sincerely

Anthony Ho
Chairman

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TRUSCREEN LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is given that the Meeting will be held at:
TIME: 2 pm
DATE: Tuesday 27 August 2019
PLACE: Link Market Services, level 11 Deloitte Centre, 80 Queen
Street, Auckland




The business of the Meeting affects your shareholding and your vote is important.
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they
should vote, they should seek advice from their professional advisers prior to voting.
Persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00 pm on
Monday 26 August 2019.

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Notice is hereby given that the Annual Meeting of Shareholders of Truscreen Limited (the
"Company”) will be held at the offices of Link Market Services Limited, Level 11, Deloitte Centre, 80
Queen Street, Auckland 1010 on Tuesday, 27 August 2019 at 2.00 pm.

BUSINESS OF THE MEETING
AGENDA
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the Annual Report of the Company for the financial year ended 31
March 2019.
To consider and, if thought fit, pass the following ordinary resolutions:
1. REMUNERATION OF AUDITORS –- ORDINARY RESOLUTION
That the Board be authorised to fix the remuneration of BDO the Company’s auditors.
2. RE-ELECTION OF CHRISTOPHER HORN AS A DIRECTOR – LISTING RULE 2.2.1(b) -
ORDINARY RESOLUTION
That Mr Christopher Horn, who retires in accordance with the provisions of the Constitution
of the Company, and being eligible, offers himself for re-election, be re-elected as a Director
of the Company.
3. RE-ELECTION OF KELLY (CON) HICKEY AS A DIRECTOR – LISTING RULE 2.2.1(b) -
ORDINARY RESOLUTION
That Mr Kelly (Con) Hickey, who retires in accordance with the provisions of the
Constitution of the Company, and being eligible, offers himself for re-election, be re-elected
as a Director of the Company.
4. INCREASE IN REMUNERATION OF NON-EXECUTIVE DIRECTORS – LISTING RULE
2.11 - ORDINARY RESOLUTION
That:
(a) the aggregate maximum amount of fees which can be paid to the non-executive
Directors be increased to $300,000 (plus GST) in respect of each financial year, where
such amount (or lesser amount determined by the Directors for a financial year) will be
divided among the non-executive Directors in such proportion and in such manner as
they may agree; and
(b) the remuneration may, in whole or in part, be satisfied through the issue of new ordinary
shares.

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5. RATIFICATION OF PRIOR ISSUE OF 7,142,856 SHARES – LISTING RULE 4.5.1(c) -
ORDINARY RESOLUTION
That shareholders ratify the previous issue by the Company on 6 September 2018 of
7,142,856 ordinary fully paid shares at an issue price of 21 cents per share.
6. RATIFICATION OF PRIOR ISSUE OF 9,677,363 SHARES – LISTING RULE 4.5.1(c) -
ORDINARY RESOLUTION
That shareholders ratify the previous issue by the Company on 12 July 2019 of 9,677,363
ordinary fully paid shares at an issue price of 10.6 cents per share.
7. RATIFICATION OF PRIOR ISSUE OF 9,677,363 SHARE OPTIONS – LISTING RULE
4.5.1(c) - ORDINARY RESOLUTION
That shareholders ratify the previous issue by the Company on 12 July 2019 of 9,677,363
unlisted share options on the terms outlined in the Explanatory Notes.
8. APPROVAL TO ISSUE 1,000,000 SHARES AND 1,000,000 OPTIONS TO MR ANTHONY
HO - LISTING RULE 4.2.1 - ORDINARY RESOLUTION
That shareholders approve the issue of 1,000,000 new ordinary fully paid shares (at an issue
price of 10.6 cents per shares), and the issue of 1,000,000 options to acquire new shares at
an exercise price of 13 cents per option exercised (and otherwise on the terms comprised in
the Explanatory Notes to this resolution), to Mr Anthony Ho (or his nominee).
9. ISSUE OF UP TO 10,000,000 OPTIONS TO SENIOR EXECUTIVES AND DIRECTORS –
LISTING RULE 4.2 - ORDINARY RESOLUTION

That the Directors of the Company are authorised to:

(a) issue up to 10,000,000 options to acquire ordinary shares in the Company, to senior
executives and to directors of the Company on the terms set out in the Explanatory Notes
accompanying this Notice of Meeting; and
(b) take all action, do all things and execute all documents and agreements necessary or
considered by them to be expedient to give effect to the issue of the options.

By Order of the Board of Directors

Anthony Ho
Chairman

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VOTING BY PROXY
All shareholders of the Company entitled to attend and vote at the meeting, may attend the meeting, or are
entitled to appoint a proxy to attend and vote on their behalf.
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, please complete and sign the enclosed Proxy Form and return to the Company’s Share Registrar,
Link Market Services in accordance with the instructions set out on the Proxy Form accompanying this Notice
by 2.00 pm on Sunday 25 August 2019.
Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• Shareholders may appoint the Chair as their proxy; and
• the proxy need not be a Shareholder.

Shareholders and their proxies should be aware that
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies
as directed.
Directed proxies means the proxy holder will vote on each resolution as directed by the Shareholder. In the
event the Shareholder does not indicate how the proxy holder should vote on each resolution, and the
Shareholder appoints the Chair as their proxy, the Chair will vote all resolutions in favour of all of the resolutions,
except those in which the Chair has an interest.
VOTING RESTRICTIONS
Any shareholders of the Company who are Directors or Associated Persons (as that term is defined in the Listing
Rules) of the Directors of the Company are not entitled to vote in respect of resolutions 4 and 9.

Any shareholders of the Company who are Associated Persons (as that term is defined in the Listing Rules) of
those persons who are to receive any of the securities referred to in resolutions 5 to 8 (inclusive) are not entitled
to vote in respect of resolutions 5 to 8.

Those persons who are prohibited from voting on a resolution may not act as a discretionary proxy in respect of
a resolution, but may vote in accordance with express instructions.

The Chairperson shall vote any undirected proxies in favour of all of the resolutions with the exception of
resolutions 8 and 9 given the Chairperson is interested in those resolutions.

The persons identified in Column 2 of the table below are unable to Vote in favour of the resolutions listed in
Column 1.

Column 1
Resolution
Column 2
Disqualified Person
Resolution 4 Directors of the Company or Associated Persons (as that term is defined in the
Listing Rules) of the Directors of the Company.

Resolutions 5, 6 and 7 Any person who has been issued, or has acquired, the Equity Securities which
are subject to ratification by that resolution, and any Associated Person of that
person.

Resolution 8 Mr Anthony Ho or any Associated Person (as that term is defined in the Listing
Rules) of Anthony Ho.

Resolution 9 Directors of the Company or Associated Persons (as that term is defined in the
Listing Rules) of the Directors of the Company. The Chief Executive Officer of the
Company and the Chief Financial Officer of the Company and their Associated
Persons (as that term is defined in the Listing Rules).

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Explanatory Notes
NZX Listing Rules (“Listing Rules”) and Companies Act (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Act.
In addition, various provisions of the Listing Rules are included in the Constitution. The Act, the
Constitution and the Listing Rules contain specific requirements which are relevant to the resolutions
comprised in this Notice.

The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to each
resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolutions which are to be considered at the Meeting are all ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the Company,
entitled to vote and voting.

These Explanatory Notes have been prepared to provide information which the Directors believe to
be material to Shareholders in deciding whether or not to pass the Resolutions.
1. AGENDA ITEM 1 - FINANCIAL STATEMENTS AND REPORTS
Whilst the consideration of the Annual Report by shareholders is not strictly required under the Act,
the Board considers it good policy to table the Annual Report at the Meeting for consideration by
shareholders, and for discussion where appropriate.
The Company will not provide a hard copy of the Company’s annual financial report to Shareholders
unless specifically requested to do so. The Company’s annual financial report is available on its
website at www.truscreen.com.
2. RESOLUTION 1 - APPOINTMENT AND REMUNERATION OF AUDITORS – ORDINARY
RESOLUTION

BDO is automatically reappointed as auditor of the Company under section 207T of the Companies
Act 1993. This resolution authorises the Board to fix the fees and expenses of the auditor.

3. RESOLUTIONS 2 AND 3 - RE-ELECTION OF MESSRS HORN AND HICKEY AS
DIRECTORS – ORDINARY RESOLUTION
3.1 In terms of the constitution of the Company and the Listing Rules, Messrs Horn and Hickey are
required to retire from their respective roles as directors of the Company at the Annual Meeting.
Messrs Horn and Hickey are both eligible to be re-elected as directors at the Annual Meeting.

3.2 The qualification and material directorships of Mr Christopher Horn and Mr Kelly (Con) Hickey
are outlined below:
Mr Christopher Horn
Mr Horn is an experienced business executive and has acted in a number of management roles
including 20 years as a partner of KPMG Chartered Accountants and its predecessor firms. He is a
director of a number of private companies across a broad range of business activities including
corporate advisory, financial services and funds management.

Mr Horn is a Commerce graduate from the University of New South Wales and a Fellow of the
Institute of Chartered Accountants in Australia and New Zealand.
Mr. Horn is currently the chair of the Audit and Risk Committee of the Company.

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Mr Kelly (Con) Hickey
Mr Hickey has more than 30 years’ experience in the Medical Device industry, including holding
senior executive roles for multinational companies such as Welch Allyn, a leading global
manufacturer in frontline diagnostic and screening equipment.
Currently the Managing Partner of CONX Partners, Mr Hickey’s particular skillset includes strategic
planning, channel management, talent development and business and market development. His
geographic expertise has been focused on the high growth countries of the Asian Pacific region,
including China and India, with extensive global industry connections.
Mr. Hickey is a member of the Audit Committee of the Company.
3.3 The Board is of the view that Mr Horn and Mr Hickey qualify as “independent directors” of the
Company (as that term is defined in the Listing Rules).
4. RESOLUTION 4 – INCREASE IN REMUNERATION OF NON-EXECUTIVE DIRECTORS –
ORDINARY RESOLUTION
4.1 Currently, the aggregate maximum amount of fees which can be paid to the non-executive
Directors of the Company is $265,000 plus GST.
The Board proposes that the aggregate maximum amount of fees which can be paid to the non-
executive Directors of the Company be increased to $300,000 (plus GST) in respect of each financial
year.
The Board seeks approval of this level of remuneration as it considers it an appropriate level of
remuneration to attract and retain Directors of an appropriate level of expertise and experience to
the Company.

It is anticipated that the directors’ remuneration will be paid as follows:
• $80,000 per annum shall be paid to the Chairman of the Board of Directors of the Company;
• $40,000 per annum shall be paid to each other non-executive directors of the Company; and
• $50,000 per annum shall be paid to the non-executive director who is also the audit committee
chairman.

4.2 In the event of an increase in the total number of Directors holding office, the Directors may,
without the authorisation of an ordinary resolution of shareholders, increase the total remuneration
by such an amount as is necessary to enable the Company to pay the additional Director or Directors
of the Company remuneration not exceeding the average amount then being paid to each of the
other non-executive Directors (other than the chairperson) of the Company.
4.3 The Board also seeks approval for the Directors remuneration to be satisfied in whole, or in part,
through an issue of shares, provided that such a share issue complies with the provisions of Listing
Rule 4.7.

Listing Rule 4.7 provides that the Company may issue to shares to a Director in satisfaction of the
payment of Directors fees is
• the ordinary shares are issued after the end of the period (or half period) to which the
remuneration of the Director relates; and

• the issue price of the shares is not less than the Average Market Price (as that term is defined
in the Listing Rules) of the shares before the issue is made
The Board believes that providing remuneration to Directors in the form of ordinary shares assists to
effectively align the interests of the Non-executive Directors with those of shareholders insofar as it

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assists to motivate and reward long-term decision making with the aim of creating and maximising
shareholder value over the longer term.
5. RESOLUTION 5 - RATIFICATION OF PRIOR ISSUE OF 7,142,856 SHARES – ORDINARY
RESOLUTION
5.1 Listing Rule 4.5 (the “15% Rule”) permits the Company to issue ordinary shares without approval
from the Company’s shareholders in certain limited circumstances.
On 6 September 2018, the Company issued 7,142,856 new ordinary fully paid shares at an issue
price of $0.21 per share to raise $1,500,000 in accordance with the 15% Rule (“September 2018
Shares”).
The September 2018 Shares were issued to a number of professional and sophisticated investors.
The funds raised from the issue were used to further the development of the Truscreen device, to
develop a pilot manufacturing plant, for marketing and general working capital.
5.2 Listing Rule 4.5.1(c) allows the Company to renew its capacity to issue ordinary shares within
the 15% Rule, when it has been used, by obtaining subsequent ratification of the issue from
shareholders of the Company.

The Board is seeking the ratification by shareholders of the previous issue of the September 2018
Shares.

The effect of this Resolution will be to allow the Company to retain the flexibility to issue Equity
Securities in the future up to the 15% annual placement capacity set out in Listing Rule 4.1.2 without
the requirement to obtain prior Shareholder approval.
5.3 In the event the Resolution is not passed the Company will be restricted from issuing Equity
Securities other than in accordance with Listing Rule 4.1.2.
6. RESOLUTIONS 6 & 7 - RATIFICATION OF PRIOR ISSUE – ORDINARY RESOLUTION
6.1 On 12 July 2019, the Company issued 9,677,363 Shares at an issue price of $0.106 per Share
to raise $1,025,800, before costs in accordance with the 15% Rule. Stapled to each new share was
one option (“Option”) to acquire a further ordinary share in the Company (together referred to as
“Placement Shares and Options”), which Options were also issued in accordance with the 15% Rule.
The Placement Shares and Options were issued to a number of professional and sophisticated
investors. The funds raised from the issue were used to further product development, marketing and
general working capital.
6.2 The principal terms of the Options are as follows:
• Each Option entitles the holder to acquire one (1) Share.

• The Options are exercisable at any time up until 5.00pm on 12 July 2021 (Option Exercise
Period) by completing an exercise form and delivering it together with the payment for the
number of Shares in respect of which the Options are exercised to the registered office of
the Company or to the share registry of the Company.

• The Options vest on date of Grant (Option Vesting Date).

• The Options exercise price is 13 cents per option.

• On and from the relevant Option Vesting Date, the Options will be freely transferable in whole
or in part at any time prior to expiry.

• Shares issued on the exercise of an Option will be issued not more than fourteen (14) days
after receipt of a properly executed exercise notice and application moneys. Shares allotted

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pursuant to the exercise of an Option will rank equally with the then issued ordinary shares
of the Company in all respects. Official quotation of those Shares on the NZX will be sought.


• The Option holders shall only be permitted to participate in a new issue of securities on the
prior exercise of Options in which case the Option holders shall be afforded the period of at
least nine (9) business days prior to and inclusive of the record date (to determine
entitlements to the issue) to exercise their Options.

• In the event of any reconstruction (including consolidation, sub-division, reduction or return)
of the issued capital of the Company, all rights of the Option holders will be changed to the
extent necessary to comply with the NZX Listing Rules applying to the reconstruction of
capital at the time of the reconstruction.

• If there is a bonus issue to Shareholders, the number of Shares over which the Option is
exercisable may be increased by the number of Shares which the holder of the Option would
have received if the Option had been exercised before the record date for the bonus issue.

• In the event that a pro rata issue (except a bonus issue) is made to the holders of the
underlying securities in the Company, the exercise price of the Option may be reduced in
accordance with the Listing Rules.

• Reminder notices will be forwarded to the Option holders prior to the expiry of the Options.
Options not exercised before the expiry of the Option Exercise Period will lapse.

• The Options will be recorded on the Company's register of Option holders maintained at the
share registry. The register will be open for inspection by the Option holders free of charge.
Shares to be allotted on exercise of Options will be recorded on the Company's share register.

• The Options will not be listed on the NZX.

• The Option holder, if appearing on the Company's register of Option holders at the relevant
date, will be entitled to receive and will be sent all reports and accounts required to be laid
before Shareholders in general meeting and all notices of general meetings and will have
the right to attend but shall have no right to vote at such meetings.
6.3 Listing Rule 4.5.1(c) allows the Company to renew its capacity to issue ordinary shares and
options within the 15% Rule, when it has been used, by obtaining subsequent ratification of the issue
from shareholders of the Company.

The Board is seeking the ratification by shareholders of the previous issue of the Placement Shares
and Options.
6.4 In the event the Resolution is not passed the Company will be restricted from issuing Equity
Securities other than in accordance with Listing Rule 4.1.2.
7. RESOLUTION 8 - APPROVAL TO ISSUE 1,000,000 SHARES AND 1,000,000 OPTIONS TO
MR ANTHONY HO – ORDINARY RESOLUTION
7.1 The Company seeks Shareholder approval under Listing Rule 4.2.1 for the issue of 1,000,000
new shares and 1,000,000 options to Anthony Ho (and/or their nominees) as part of the placement
of shares and options recently undertaken by the Company on 12 July 2019 (“July Placement”). Mr
Ho is the non-executive Chairman of the Company.
Mr Ho wishes to participate in the recent share placement on the same terms and conditions as the
other professional investors who invested in the July Placement and has previously entered into a
subscription agreement with the Company to acquire the 1,000,000 shares and options, subject to
the prior approval of the shareholders being forthcoming.

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7.2 The terms of the proposed issue of shares and options to Mr Ho are as follows:
• The new shares are proposed to be issued at an issue price of $0.106 per Share; and

• The principal terms of the Options are proposed to be as follows:

- The Options have a term of 24 months from the date of their issue;
- Each one Option entitles the holder to acquire one ordinary fully paid shares upon the
payment of the exercise price;
- The exercise price for each Option is 13 cents.
7.3 The Board, excluding Mr Ho, recommends shareholders to vote in favour of this resolution given
the terms of the issue of the shares and options are identical to the terms upon which the shares and
options were issued to professional investors pursuant to the July Placement.
7.4 In the event the Resolution is not passed the Company will not issue shares and options to Mr
Ho, and will not receive a further NZ$106,000 in respect of this placement.

8. RESOLUTION 9 - ISSUE OF UP TO 10,000,000 OPTIONS TO EXECUTIVES AND
DIRECTORS – ORDINARY RESOLUTION

Listing Rule 4.2 states in general terms, that shareholder approval must be obtained for any issue
of Equity Securities (which includes options) by the Company and, accordingly, shareholders’
approval is being sought in accordance with Listing Rule 4.2.

8.1 General

The Board seeks approval to issue up to 10,000,000 options to acquire ordinary shares in the
Company (“Options”) to senior executives and directors of the Company, and its subsidiary
companies, if any (“Group”).

The Directors consider that it is beneficial for the Company to offer and to subsequently issue Options
to certain current and future senior executives and directors, for the following reasons:

• The issue will encourage recipients of the Options to hold shares in the Company assists in
encouraging a high level of commitment and retention, and aligns their interests with those
of external investors;

• The Options will only be issued to targeted recipients who are considered to be particularly
valuable to the growth and development of the Company;

• The structure of the issue of the Options will assist the Company in retaining the key staff of
the Group for the future;

• The opportunity to offer Options to prospective new senior executives and directors will assist
the Company in securing the services of those parties as part of the package available to be
offered to those parties;

• The offer of Options provides an appropriate way to incentivise senior executives and
directors without the Company incurring a direct cash cost.

The Board proposes to issue Options to the following Directors of the Company:

• 2,000,000 Options to Mr Anthony Ho, the non-executive chairman of the Board;
• 1,000,000 Options to Prof Ronald Jones, a non-executive director of the Company;
• 1,000,000 Options to Mr Christopher Lawrence, a non-executive director of the Company;

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• 1,000,000 Options to Mr Kelly Hickey, a non-executive director of the Company;
• 1,000,000 Options to Mr Robert Hunter, a non-executive director of the Company; and
• 1,000,000 Options to Mr Chris Horn, a non-executive director of the Company.


In addition, the following Options are proposed to be issued to senior executives of the Company:

• 1,000,000 to Mr. Martin Dillon, the Chief Executive Officer of the Company;
• 500,000 to Mr. Guy Robertson, the Chief Financial Officer of the Company;
• 500,000 to Mr. Zhenglin Wang, the Manufacturing Manager of the Company.

The balance of the Options proposed to be issued will be set aside in a pool for allocation to existing
or future senior executives of the Company. The Board has not yet determined who the balance of
the Options will be allocated to at this time. The Board will determine who the balance of the Options
will be allocated to, and in what proportions, based upon a number of criteria, including (i) seniority
of the executive in question, (ii) the workloads of the respective executive, (iii) the desire of the Board
to attract and/or retain the services of the respective executive, (iv) the remuneration package of the
executive, and such other factors as the Board may consider appropriate at the time of making its
determination.

No Options under the ESOP will be issued to:

• Other Directors of the Company, or to future Directors of the Company; and
• Associated Persons (as that term is defined in the Listing Rules) of either of Messrs Anthony
Ho, Christopher Lawrence, Kelly Hickey, Robert Hunter, Christopher Horn or Ronald Jones.

8.2 Value of the Options
Given the Options currently have no genuine current market value, having regard to the fact that
exercise price for the Options is higher than the current market price of the Company's ordinary
shares, The Board believes that there is virtually no value attributable to the Options, other than a
purely nominal value at this time.

8.3 Dilutionary impact of exercise of Options

Directors Options
The Options proposed to be issued to Directors represent 3.2% of the total share capital on issue as
at the date of this Notice.

In the event that the Directors were to exercise all of their Options, and no other Options were
exercised, the Directors in question would hold 65,652,400 shares in the Company, representing
approximately 24% of the total number of shares on issue post the exercise of their Options and the
issue of their new shares.

Total Options Pool
The total pool of Options proposed to be approved by shareholders represents 4.4% of the total
share capital on issue as at the date of this Notice.

In the event that:

• All 10,000,000 Options were issued; and
• All 10,000,000 Options were exercised,

the holders of those Options would hold 10,000,000 shares in the Company, representing
approximately 4.2% (fully diluted) of the total number of shares on issue post the exercise of their
Options and the issue of their new shares.

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8.4 Terms of issue of the Options

The principal terms of the Options are as follows:

(a) Each Option entitles the holder to acquire one (1) Share.
(b) The Options are exercisable at any time up until 5.00pm on 27 August 2022 (Option
Exercise Period) by completing an exercise form and delivering it together with the payment
for the number of Shares in respect of which the Options are exercised to the registered
office of the Company or to the share registry of the Company.
(c) The Options vest on date of Grant (Option Vesting Date).
(d) The Options exercise price is 15 cents per option.
(e) On and from the relevant Option Vesting Date, the Options will be freely transferable in whole
or in part at any time prior to expiry.
(f) Shares issued on the exercise of an Option will be issued not more than fourteen (14) days
after receipt of a properly executed exercise notice and application moneys. Shares allotted
pursuant to the exercise of an Option will rank equally with the then issued ordinary shares
of the Company in all respects. Official quotation of those Shares on the NZX will be sought.
(g) The Option holders shall only be permitted to participate in a new issue of securities on the
prior exercise of Options in which case the Option holders shall be afforded the period of at
least nine (9) business days prior to and inclusive of the record date (to determine
entitlements to the issue) to exercise their Options.
(h) In the event of any reconstruction (including consolidation, sub-division, reduction or return)
of the issued capital of the Company, all rights of the Option holders will be changed to the
extent necessary to comply with the NZX Listing Rules applying to the reconstruction of
capital at the time of the reconstruction.
(i) If there is a bonus issue to Shareholders, the number of Shares over which the Option is
exercisable may be increased by the number of Shares which the holder of the Option would
have received if the Option had been exercised before the record date for the bonus issue.
(j) In the event that a pro rata issue (except a bonus issue) is made to the holders of the
underlying securities in the Company, the exercise price of the Option may be reduced in
accordance with the Listing Rules.
(k) Reminder notices will be forwarded to the Option holders prior to the expiry of the Options.
Options not exercised before the expiry of the Option Exercise Period will lapse.
(l) The Options will be recorded on the Company's register of Option holders maintained at the
share registry. The register will be open for inspection by the Option holders free of charge.
Shares to be allotted on exercise of Options will be recorded on the Company's share
register.
(m) The Options will not be listed on the NZX.
(n) The Option holder, if appearing on the Company's register of Option holders at the relevant
date, will be entitled to receive and will be sent all reports and accounts required to be laid
before Shareholders in general meeting and all notices of general meetings and will have
the right to attend but shall have no right to vote at such meetings,
and otherwise on the terms set out in the Share Option Allocation Deed entered into between the
Company and the holders of the Options.

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8.5 Requirement for Resolution

Listing Rule 4.2 states in general terms, that shareholder approval must be obtained for any issue of
Equity Securities (which includes the Options) by the Company and, accordingly, shareholders
approval is being sought in accordance with Listing Rule 4.2.

8.6 In the event the Resolution is not passed the Company will not issue any options to Directors
and employees. As a consequence the Company may need to increase cash compensation to
employees in order to retain their skills and be competitive in the marketplace.

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PROXY FORM/ADMISSION CARD FOR TRUSCREEN LIMITED’S 2019 ANNUAL MEETING
The Annual Meeting of TruScreen Limited (TruScreen) will be held at 2:00pm on Tuesday 27 August 2019 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, Sunday 25 August 2019.
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 9.
Voting Restrictions
Any shareholders of the Company who are Directors or Associated Persons (as that term is defined in the Listing Rules) of the Directors of the
Company are not entitled to vote in respect of resolutions 4 and 9.
Any shareholders of the Company who are Associated Persons (as that term is defined in the Listing Rules) of those persons who are to receive any of
the securities referred to in resolutions 5 to 8 (inclusive) are not entitled to vote in respect of resolutions 5 to 8.
The Chairperson shall vote any undirected proxies in favour of all of the resolutions with the exception of resolutions 8 and 9 given the Chairperson is
interested in those resolutions.
Those persons who are prohibited from voting on a resolution may not act as a discretionary proxy in respect of a resolution, but may vote in
accordance with express instructions. Please refer to the Notice of meeting for the full description of the Restrictions.
A
ttending 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 25 August 2019.
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
CSN/Holder Number:

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 Tuesday 27 August 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 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.
Remuneration of Auditor
 
2.
Re-election of Mr Chris Horn as a director
 
3.
Re-election of Mr Kelly Hickey as a director
 
4.
Remuneration of Non-executive directors
 
5.
Ratification of prior issue of 7,142,856 shares
 
6.
Ratification of prior issue of 9,677,363 shares
 
7.
Ratification of prior issue of 9,677,363 options
 
8
Issue of placement shares and share options – Anthony Ho
 
9.
Issue of up to 10,000,000 options to senior executives and directors
 
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.
CSN/Holder Number: