Notice of Annual Meeting and Proxy Voting Form

AFC GROUP HOLDINGS LIMITED
(Listed on the NZAX: AFC)
1/245 Ti Rakau Drive
Burswood
Auckland
Ph: +64 (09) 930-0245


Notice of Annual Meeting and Proxy Voting Form

Further to AFC Group Holdings Limited (AFC) announcement of 11 September 2019, the
Annual Meeting of shareholders will be held on Monday, 14
th
October 2019, commencing
at 2:00 pm. Attached is a copy of the Notice of Annual Meeting and Proxy Voting Form.

Shareholders can vote either online, in person at the meeting on Monday, 14
th
October
2019 or by appointing a proxy to vote and returning the Proxy Voting Form no later than
2:00 pm (New Zealand time) on Saturday, 12
th
October 2019.

The Annual Report for the year ended 31 March 2019 has been mailed to those
shareholders not registered to receive communications electronically. The Annual Report
is also available on AFC’s website at www.afcnz.com.

On behalf of the Board of Directors



Hao Long
Director
19 September 2019

For Further Information
Please contact Mr Howard Long
howard.long@afcnz.com
+64- 21- 244-8000

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AFC Group Holdings Limited
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Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
corporateactions@computershare.co.nz
For all enquiries contact
+64 9 488 8777
Lodge your proxy
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
CSN/Securityholder Number:
You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
For your proxy to be effective it must be received by 2:00 pm (New Zealand Time) Saturday 12 October 2019
Turn over to complete the form to vote
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
You may appoint a proxy to attend the meeting and either direct the proxy as to
how to vote or give the proxy discretion as to how to vote on the resolutions by
completing the FOR, AGAINST, ABSTAIN or PROXY DISCRETION box on 'Step
1'overleaf, completing the appointment of proxy details in 'Step 2'overleaf,
signing this Voting Form and returning it to the share registrar. The chairman of
the meeting, or any other director, is willing to act as proxy for any
securityholder who wishes to appoint him or her for that purpose.
Voting of your holding
Direct your proxy how to vote by marking one of the boxes opposite each item
of business. If you do not mark a box your proxy may vote as they choose. If you
mark more than one box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate
securityholder or proxy is to attend the meeting you may need to provide
evidence of your authorisation to act prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should
sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can also sign alone. Please sign in the appropriate place and
indicate the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.

STEP 1
hereby appointof
or failing him/herof

STEP 2
ATTENDANCE SLIP

SIGN
Contact Name Contact Daytime Telephone Date
Proxy/Voting Form
Appoint a Proxy to Vote on Your Behalf
I/We being a securityholder/s of AFC Group Holdings Limited
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual General Meeting of AFC Group
Holdings Limited to be held at 1/245 Ti Rakau Drive, Burswood, Auckland on Monday 14 October 2019 commencing at 2.00 pm (New Zealand Time) and at any
adjournment of that meeting.
Please note: 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 in computing the required majority.
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
Signature of Securityholder(s) This section must be completed.
Securityholder 1
or Sole Director/Director
Securityholder 2
or Director (if more than one)
Securityholder 3
Annual General Meeting of AFC Group Holdings Limited to be
held at 1/245 Ti Rakau Drive, Burswood, Auckland on Monday
14 October 2019 commencing at 2.00 pm (New Zealand Time)
ForAgainstAbstain
Proxy
Discretion
Ordinary Business
1That the Annual Report be received.
2Shareholder approval is sought to reappoint the Company’s Auditors William Buck as auditors.
3That the directors of the Company be authorised to fix the remuneration of the auditors of the Company
for the ensuing year.
4That Bo Xian (Charles) Cao, who retires by rotation and is eligible for re-election, be elected as a director
of the Company.
5That Qiang (John) Li, who retires by rotation and is eligible for re-election, be elected as a director of the
Company.

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AFC GROUP HOLDINGS LIMITED
(Listed on the NZX: AFC)
1/245 Ti Rakau Drive
Burswood
Auckland
Ph: +64 (09) 930-0245


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

14 October 2019


AFC Group Holdings Limited (the Company) gives you notice that the annual
meeting of shareholders will be held in the AFC Office, 1/245 Ti Rakau Drive,
Burswood, Auckland commencing at 2:00pm on 14 October 2019.

The Explanatory Notes which accompany this Notice of Meeting set out the details of the
transactions which are the subject of the resolutions and the approval required for each
resolution by the shareholders of the Company pursuant to the NZX Listing Rules, the
Companies Act 1993 and the constitution of the Company.

The business of the meeting will be:

1. Chairman’s Introduction
2. Apologies
3. Resolution 1: Annual Report
To receive and consider the Annual Report, including the audit report and
financial statements, for the year ended 31 March 2019.
“That the Annual Report be received.”
4. Resolution 2: Appointment of Auditor
To record that the company appoints new auditor pursuant to section 207P of
the Companies Act 1993 and to consider, and if thought fit, to pass the following
ordinary resolution
“Shareholder approval is sought to reappoint the Company’s Auditors
William Buck as auditors.”

5. Resolution 3: Fixing the Fees and Expenses of the auditor
To record that shareholder authorise the directors to fix the fees and expenses
of the auditor for the financial year ending 31 March 2020 pursuant to section
200 of the Companies Act 1993 and to consider, and if thought fit, to pass the
following ordinary resolution
” That the directors of the Company be authorised to fix the remuneration
of the auditors of the Company for the ensuing year.”
6. Resolution 4: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution pursuant
to NZX Listing Rule 3.3.6:
“That Bo Xian (Charles) Cao, who retires by rotation and is eligible for
re-election, be elected as a director of the Company.”
7. Resolution 5: Re-election of Director
To consider and, if thought fit, to pass the following ordinary resolution pursuant
to NZX Listing Rule 3.3.6:
“That Qiang (John) Li, who retires by rotation and is eligible for re-
election, be elected as a director of the Company.”

Attending the Meeting
If you wish to vote in person you should attend the Annual Meeting. Please bring your
proxy form with you to the meeting to assist with your registration.

Explanatory Notes
Explanatory notes on Resolution 2 to 5 accompany this Notice of Meeting.

Ordinary Resolution
An ordinary resolution means a resolution passed by a simple majority of votes of
shareholders of the Company entitled to vote and voting.

Directors’ Recommendation
The Directors unanimously recommend that you vote in favour of the Resolutions 1 to
5.

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. The
Chairman intends to vote any discretionary proxies, that he receives, in favour of the
resolutions. A body corporate shareholder may appoint a representative to attend the
meeting on its behalf. A proxy form is enclosed with this notice.

If you wish to vote by proxy you must complete the form and produce it to the Company
by delivering it to the Company’s Share Registrar, Computershare Investor Services
Ltd, Level 2, 159 Hurstmere Road, Takapuna, Auckland or by posting it to The Share
Registrar, AFC Group Holdings Limited, c/o Computershare Investor Services Ltd,
Private Bag 92119, Auckland 1142, New Zealand (in each case), so as to be received
no later than 48 hours before the meeting is due to begin (i.e. before 2:00pm on 12
October 2019).


By order of the Board





Hao Long
Director
16/09/2019

EXPLANATORY NOTES

Resolution 2 - Appointment of Auditor

Shareholder approval is sought to reappoint the Company’s Auditors William Buck as
auditors.

Resolution 3 - Fixing the Fees and Expense of the auditor

Shareholder approval is sought to authorise the directors to fix the fees and expense of
the auditor for the financial year ending 31 March 2020.

Resolution 4- 5 Re-election of Director

Pursuant to NZX Listing rule 3.3.6 adopted within the Company’s constitution requires
that at every annual meeting, at least one third of the Directors and those who have
been longest in office since their last election shall retire from office.

The Company currently has five directors. Two of those directors (Bo Xian (Charles)
Cao, and Qiang (John) Li) retires by rotation, and being eligible for re-election, has
offered himself for re-election.

Charles Cao

Mr. Bo Xian (Charles) Cao is a Chinese National and a New Zealand Citizen. He moved
to New Zealand in 1994 and he has over 22 years business experience in China and
New Zealand. He has held various executive positions in export related sectors
specifically primary industries (including Hydroponics) and Skin Care industries. Mr.
Cao has developed skills in trading between New Zealand and Asian countries
specializing in Hong Kong and China.

Mr. Cao joined AFC in 2016 and he is currently the non-executive director of AFC Group
Holdings Limited.

John Li

Mr. Qiang (John) Li had more than 10 years experience in the health industry before
he came to New Zealand in 2001 to study for his MBA qualification. He joined GMP
Dairy Limited in 2004. He gained experience in R&D, purchasing, production
department. He’s also promoted New Zealand health products into the Chinese
market successfully while he was working with GMP. He joined the GMP
management group in 2010, and during that time promoted the “KAWALA” brand of
milk products into the Chinese market.

Mr. Li joined AFC in 2016 and he is currently the non-executive director of AFC
Group Holdings Limited.