MOA 2019 Annual Shareholders Meeting – Notice of Meeting

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MOA GROUP LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Notice is given that the annual meeting of shareholders of Moa Group Limited (the
Company) will be held at Matisse Room (Level 5, Seafarers Building, 52 Tyler Street,
Auckland City), on Tuesday 24 September 2019, commencing at 3:00pm.
AGENDA
1 Chairman’s address
2 Shareholder questions
3 Ordinary Resolutions
To consider and, if thought fit, pass the following ordinary resolutions of the Company:
Resolution 1: Re-appointment and remuneration of auditors
To record the re-appointment of KPMG as auditors of the Company and to authorise the
Directors to fix the auditors’ remuneration.
Resolution 2: Re-election of director
That Mr Geoff Ross be re-elected as a Director of the Company.
4 Special Resolution
To consider and, if thought fit, pass the following special resolution of the Company:
Resolution 3: Amendment to constitution
That the Company’s constitution be amended in the form and manner described in the
explanatory notes, with effect from the close of the Annual Meeting.
5 General Business
6 Tasting of new brews
Further information
The explanatory notes accompanying this Notice of Annual Meeting of Shareholders are
incorporated in, and comprise part of, this Notice of Annual Meeting of Shareholders.
Notes on voting
An ordinary resolution is a resolution passed by a simple majority of the votes cast of the
shareholders entitled to vote and voting.
A special resolution is a resolution passed by a majority of 75% of the votes of those
shareholders entitled to vote and voting on the question.

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Proxies and representatives
Shareholders may exercise their right to vote at the meeting either by being present in
person or by appointing a proxy to attend and vote in their place. A proxy need not be a
shareholder of the Company. The Chairman of the meeting is willing to act as proxy for any
shareholder who may wish to appoint him for that purpose. A body corporate shareholder
may appoint a representative to attend the meeting on its behalf.
Proxy appointments must be received by the Company’s share registry no later than
3:00pm on Sunday 22 September 2019 being 48 hours before the meeting.
To appoint a proxy and vote online please visit the Link Investor Centre website
https://investorcentre.linkmarketservices.co.nz/voting/MOA and follow the prompts.
Shareholders will require their CSN/Holder Number and Authorisation Code (FIN) to vote
online
Alternatively, please complete a Proxy Form and return to Link Market Services in
accordance with the instructions on the proxy form.
BY ORDER OF THE BOARD
Geoff Ross
Executive Chairman

23 August 2019
EXPLANATORY NOTES
These explanatory notes have been prepared for the information of shareholders in relation
to the business to be conducted at the Company’s 2019 Annual Meeting of Shareholders.
Resolution 1: Re-appointment and remuneration of auditors
To record the re-appointment of KPMG as auditors of the Company and to authorise the
Directors to fix the auditors’ remuneration.
Under section 207T of the Companies Act 1993, KPMG is automatically reappointed at the
Annual Meeting as auditor of the Company. The resolution authorises the Board to fix the
remuneration of KPMG as the Company’s auditor.
Resolution 2: Re-election of director
That Mr Geoff Ross be re-elected as a Director of the Company.
As a consequence of new listing rules which commenced on 1 July 2019, Executive
Chairman Mr Geoff Ross retires by rotation and, being eligible, offers himself for
re-election.
Mr Ross was the founder and CEO of 42 Below, which was a listed company for three years
prior to its sale to Bacardi in late 2006. Mr Ross was also Chairman of Trilogy
International, an NZX listed company focused on the home fragrances and body care
products market. Prior to 42 Below and Trilogy International, he was a Managing Partner
and Board Member of DDB Advertising for two years and was a Client Service Director and
Management Team Member for Saatchi & Saatchi in Wellington for eight years. Mr Ross is
also a Trustee of the Melanoma Foundation and Pure Advantage. Mr Ross has a Bachelor
of Commerce (Agriculture).

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Resolution 3: Amendment to constitution
That the Company’s constitution be amended in the form and manner described in the
explanatory notes, with effect from the close of the Annual Meeting.
This special resolution seeks shareholder approval to amend the Company’s constitution.
The amendments are procedural in nature and are required in order to comply with
updated NZX Listing Rules (the Listing Rules). The key changes reflect the following:
1. Including a provision requiring the Company to comply with the minimum board
composition requirements of the Listing Rules.
2. Amending the clauses relating to director rotation to incorporate the requirements
of the Listing Rules by reference to the Listing Rules.
3. To remove provisions relating to a Managing Director as the Company does not
have such a position and in any event the constitution does not need to contain
that level of detail.
4. Requiring voting at meetings of shareholders to be conducted by poll, as required
by the updated Listing Rules.
Shareholders can view all proposed amendments in mark-up at
https://www.moabeer.com/documents.
The proposed amendments do not impose or remove a restriction on the Company’s
activities, and accordingly no rights arise under section 110 of the Companies Act 1993.
The Board unanimously recommends that shareholders vote in favour of the amendments
to the Company’s constitution.